{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1249.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1249.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1249.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1249.html"}],"law_id":59725,"edition_id":1,"section_id":59725,"structure_id":15409,"section_number":"13.1-1249","catch_line":"Transactions not constituting doing business","history":"2002, c. 621; 2013, c. 25.","full_text":"A\n\nThe following activities of a foreign business trust, among others, do not constitute transacting business within the meaning of this article:1\n\nMaintaining, defending, or settling any proceeding;2\n\nHolding meetings of its beneficial owners or carrying on any other activities concerning its internal affairs;3\n\nMaintaining bank accounts;4\n\nMaintaining offices or agencies for the transfer, exchange and registration of the foreign business trust’s securities or maintaining trustees or depositaries with respect to those securities;5\n\nSelling through independent contractors;6\n\nSoliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this Commonwealth before they become contracts;7\n\nCreating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;8\n\nSecuring or collecting debts or enforcing deeds of trust and security interests in property securing the debts;9\n\nOwning, without more, real or personal property;10\n\nConducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;11\n\nFor a period of less than 90 consecutive days, producing, directing, filming, crewing or acting in motion picture feature films, television series or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing and distribution; or12\n\nServing, without more, as a general partner of, or as a partner in a partnership that is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth.B\n\nThe term “transacting business” as used in this section shall have no effect on personal jurisdiction under § 8.01-328.1.C\n\nThe list of activities in subsection A is not exhaustive. This section does not apply in determining the contacts or activities that may subject a foreign business trust to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.","order_by":null,"text":{"0":{"id":218711,"text":"The following activities of a foreign business trust, among others, do not constitute transacting business within the meaning of this article:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":218712,"text":"Maintaining, defending, or settling any proceeding;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":218713,"text":"Holding meetings of its beneficial owners or carrying on any other activities concerning its internal affairs;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":218714,"text":"Maintaining bank accounts;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":218715,"text":"Maintaining offices or agencies for the transfer, exchange and registration of the foreign business trust’s securities or maintaining trustees or depositaries with respect to those securities;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":218716,"text":"Selling through independent contractors;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":218717,"text":"Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this Commonwealth before they become contracts;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":218718,"text":"Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":218719,"text":"Securing or collecting debts or enforcing deeds of trust and security interests in property securing the debts;","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"A9"},"9":{"id":218720,"text":"Owning, without more, real or personal property;","type":"section","prefixes":["A","9"],"prefix":"9","entire_prefix":"A9","prefix_anchor":"A9","level":2,"prior_prefix":"A8","next_prefix":"A10"},"10":{"id":218721,"text":"Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;","type":"section","prefixes":["A","10"],"prefix":"10","entire_prefix":"A10","prefix_anchor":"A10","level":2,"prior_prefix":"A9","next_prefix":"A11"},"11":{"id":218722,"text":"For a period of less than 90 consecutive days, producing, directing, filming, crewing or acting in motion picture feature films, television series or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing and distribution; or","type":"section","prefixes":["A","11"],"prefix":"11","entire_prefix":"A11","prefix_anchor":"A11","level":2,"prior_prefix":"A10","next_prefix":"A12"},"12":{"id":218723,"text":"Serving, without more, as a general partner of, or as a partner in a partnership that is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth.","type":"section","prefixes":["A","12"],"prefix":"12","entire_prefix":"A12","prefix_anchor":"A12","level":2,"prior_prefix":"A11","next_prefix":"B"},"13":{"id":218724,"text":"The term “transacting business” as used in this section shall have no effect on personal jurisdiction under § 8.01-328.1.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A12","next_prefix":"C"},"14":{"id":218725,"text":"The list of activities in subsection A is not exhaustive. This section does not apply in determining the contacts or activities that may subject a foreign business trust to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":15409,"edition_id":1,"name":"Foreign Business Trusts","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12745,"metadata":{},"date_created":"2026-06-26 03:54:42","date_modified":"2026-06-26 03:54:42","permalink":{"id":149455,"object_type":"structure","relational_id":15409,"identifier":"9","token":"13.1\/14\/9","url":"\/13.1\/14\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12745,"edition_id":1,"name":"Virginia Business Trust Act","identifier":"14","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":149111,"object_type":"structure","relational_id":12745,"identifier":"14","token":"13.1\/14","url":"\/13.1\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":77250,"structure_id":15409,"section_number":"13.1-1241","catch_line":"Authority to transact business required; governing law","url":"\/13.1-1241\/","token":"13.1\/14\/9\/13.1-1241","metadata":false},{"id":65259,"structure_id":15409,"section_number":"13.1-1242","catch_line":"Application for certificate of registration","url":"\/13.1-1242\/","token":"13.1\/14\/9\/13.1-1242","metadata":false},{"id":69880,"structure_id":15409,"section_number":"13.1-1243","catch_line":"Repealed","url":"\/13.1-1243\/","token":"13.1\/14\/9\/13.1-1243","metadata":false},{"id":83737,"structure_id":15409,"section_number":"13.1-1244","catch_line":"Name","url":"\/13.1-1244\/","token":"13.1\/14\/9\/13.1-1244","metadata":false},{"id":87189,"structure_id":15409,"section_number":"13.1-1245","catch_line":"Amendments; amended applications for registration","url":"\/13.1-1245\/","token":"13.1\/14\/9\/13.1-1245","metadata":false},{"id":80776,"structure_id":15409,"section_number":"13.1-1246","catch_line":"Voluntary cancellation of certificate of registration","url":"\/13.1-1246\/","token":"13.1\/14\/9\/13.1-1246","metadata":false},{"id":66132,"structure_id":15409,"section_number":"13.1-1246.1","catch_line":"Automatic cancellation of registration","url":"\/13.1-1246.1\/","token":"13.1\/14\/9\/13.1-1246.1","metadata":false},{"id":58680,"structure_id":15409,"section_number":"13.1-1246.2","catch_line":"Involuntary cancellation of registration","url":"\/13.1-1246.2\/","token":"13.1\/14\/9\/13.1-1246.2","metadata":false},{"id":75732,"structure_id":15409,"section_number":"13.1-1246.3","catch_line":"Reinstatement of a certificate of registration that has been canceled","url":"\/13.1-1246.3\/","token":"13.1\/14\/9\/13.1-1246.3","metadata":false},{"id":64625,"structure_id":15409,"section_number":"13.1-1247","catch_line":"Transaction of business without registration; civil penalty","url":"\/13.1-1247\/","token":"13.1\/14\/9\/13.1-1247","metadata":false},{"id":67656,"structure_id":15409,"section_number":"13.1-1248","catch_line":"Actions by Attorney General","url":"\/13.1-1248\/","token":"13.1\/14\/9\/13.1-1248","metadata":false},{"id":59725,"structure_id":15409,"section_number":"13.1-1249","catch_line":"Transactions not constituting doing business","url":"\/13.1-1249\/","token":"13.1\/14\/9\/13.1-1249","metadata":false},{"id":80217,"structure_id":15409,"section_number":"13.1-1250","catch_line":"Merger of foreign business trust registered to transact business in Commonwealth","url":"\/13.1-1250\/","token":"13.1\/14\/9\/13.1-1250","metadata":false},{"id":59164,"structure_id":15409,"section_number":"13.1-1250.1","catch_line":"Entity conversion of foreign business trust registered to transact business in Commonwealth","url":"\/13.1-1250.1\/","token":"13.1\/14\/9\/13.1-1250.1","metadata":false}],"previous_section":{"id":67656,"structure_id":15409,"section_number":"13.1-1248","catch_line":"Actions by Attorney General","url":"\/13.1-1248\/","token":"13.1\/14\/9\/13.1-1248","metadata":false},"next_section":{"id":80217,"structure_id":15409,"section_number":"13.1-1250","catch_line":"Merger of foreign business trust registered to transact business in Commonwealth","url":"\/13.1-1250\/","token":"13.1\/14\/9\/13.1-1250","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1249\/","history_text":"

This law was first created in 2002. The record of its establishment is cataloged in chapter 621<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2013, chapter 25<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":149501,"object_type":"law","relational_id":59725,"identifier":"13.1-1249","token":"13.1\/14\/9\/13.1-1249","url":"\/13.1-1249\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1249\/","token":"13.1\/14\/9\/13.1-1249","dublin_core":{"Title":"Transactions not constituting doing business","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1249","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The following activities of a foreign business trust<\/span>, among others, do not constitute transacting business within the meaning of this article: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Maintaining, defending, or settling any proceeding; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Holding meetings of its beneficial owners<\/span> or carrying on any other activities concerning its internal affairs; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Maintaining bank accounts; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Maintaining offices or agencies for the transfer, exchange and registration of the foreign business trust<\/span>’s securities or maintaining trustees<\/span> or depositaries with respect to those securities; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Selling through independent contractors; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Soliciting or obtaining orders<\/span>, whether by mail or through employees or agents or otherwise, if the orders<\/span> require acceptance outside this Commonwealth before they become contracts<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Securing or collecting debts or enforcing deeds of trust and security interests in property securing the debts; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> Owning, without more, real or personal property; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> For a period of less than 90 consecutive days, producing, directing, filming, crewing or acting in motion<\/span> picture feature films, television series or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing and distribution; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> Serving, without more, as a general partner of, or as a partner in a partnership that is a general partner of, a domestic or foreign limited partnership<\/span> that does not otherwise transact business in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The term “transacting business” as used in this section shall have no effect on personal jurisdiction<\/span> under § 8.01-328.1<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The list of activities in subsection A is not exhaustive. This section does not apply in determining the contacts or activities that may subject a foreign business trust<\/span> to service of process<\/span> or taxation in this Commonwealth or to regulation under any other law<\/span> of this Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTRANSACTIONS NOT CONSTITUTING DOING BUSINESS (\u00a7 13.1-1249)\n\nA. The following activities of a foreign business trust, among others, do not\nconstitute transacting business within the meaning of this article:\n\n 1. Maintaining, defending, or settling any proceeding;\n\n 2. Holding meetings of its beneficial owners or carrying on any other\n activities concerning its internal affairs;\n\n 3. Maintaining bank accounts;\n\n 4. Maintaining offices or agencies for the transfer, exchange and registration\n of the foreign business trust’s securities or maintaining trustees or\n depositaries with respect to those securities;\n\n 5. Selling through independent contractors;\n\n 6. Soliciting or obtaining orders, whether by mail or through employees or\n agents or otherwise, if the orders require acceptance outside this\n Commonwealth before they become contracts;\n\n 7. Creating or acquiring indebtedness, deeds of trust, and security interests\n in real or personal property;\n\n 8. Securing or collecting debts or enforcing deeds of trust and security\n interests in property securing the debts;\n\n 9. Owning, without more, real or personal property;\n\n 10. Conducting an isolated transaction that is completed within 30 days and\n that is not one in the course of repeated transactions of a like nature;\n\n 11. For a period of less than 90 consecutive days, producing, directing,\n filming, crewing or acting in motion picture feature films, television series\n or commercials, or promotional films that are sent outside of the Commonwealth\n for processing, editing, marketing and distribution; or\n\n 12. Serving, without more, as a general partner of, or as a partner in a\n partnership that is a general partner of, a domestic or foreign limited\n partnership that does not otherwise transact business in the Commonwealth.\n\nB. The term “transacting business” as used in this section shall\nhave no effect on personal jurisdiction under § 8.01-328.1.\n\nC. The list of activities in subsection A is not exhaustive. This section does\nnot apply in determining the contacts or activities that may subject a foreign\nbusiness trust to service of process or taxation in this Commonwealth or to\nregulation under any other law of this Commonwealth.\n\nHISTORY: 2002, c. 621; 2013, c. 25.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}