{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-609.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-609.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-609.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-609.html"}],"law_id":72852,"edition_id":1,"section_id":72852,"structure_id":15522,"section_number":"13.1-609","catch_line":"Certificate of good standing","history":"1985, c. 522; 1988, c. 405; 1993, c. 60; 2005, c. 765; 2006, c. 663; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nAnyone may apply to the Commission to furnish a certificate of good standing for a domestic or foreign corporation.B\n\nThe certificate of good standing shall state that the corporation is in good standing in the Commonwealth and shall set forth:1\n\nThe domestic corporation’s corporate name or the foreign corporation’s corporate name and, if applicable, the designated name adopted for use in the Commonwealth;2\n\nThat (i) the domestic corporation is duly incorporated under the law of the Commonwealth, the date of its incorporation, which is the original date of incorporation or formation of the domesticated or converted corporation if the corporation was domesticated or converted from a foreign jurisdiction or was converted from a domestic eligible entity, and the period of its duration if less than perpetual, or (ii) the foreign corporation is authorized to transact business in the Commonwealth; and3\n\nIf requested, a list of all certificates relating to articles filed with the Commission that have been issued by the Commission with respect to such corporation and their respective effective dates.C\n\nA domestic corporation or a foreign corporation authorized to transact business in the Commonwealth shall be deemed to be in good standing if:1\n\nAll fees, fines, penalties, and interest assessed, imposed, charged or to be collected by the Commission pursuant to this chapter have been paid except for any annual registration fee that is not due;2\n\nAn annual report required by § 13.1-775 has been delivered to and accepted by the Commission; and3\n\nNo certificate of dissolution, certificate of withdrawal, or order of reinstatement prohibiting the domestic corporation from engaging in business until it changes its corporate name has been issued or such certificate or prohibition has not become effective or no longer is in effect.D\n\nThe certificate may state any other facts of record in the office of the clerk of the Commission that may be requested by the applicant.E\n\nSubject to any qualification stated in the certificate, a certificate of good standing issued by the Commission may be relied upon as conclusive evidence that the domestic or foreign corporation is in good standing in the Commonwealth.","order_by":null,"text":{"0":{"id":262463,"text":"Anyone may apply to the Commission to furnish a certificate of good standing for a domestic or foreign corporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":262464,"text":"The certificate of good standing shall state that the corporation is in good standing in the Commonwealth and shall set forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":262465,"text":"The domestic corporation’s corporate name or the foreign corporation’s corporate name and, if applicable, the designated name adopted for use in the Commonwealth;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":262466,"text":"That (i) the domestic corporation is duly incorporated under the law of the Commonwealth, the date of its incorporation, which is the original date of incorporation or formation of the domesticated or converted corporation if the corporation was domesticated or converted from a foreign jurisdiction or was converted from a domestic eligible entity, and the period of its duration if less than perpetual, or (ii) the foreign corporation is authorized to transact business in the Commonwealth; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":262467,"text":"If requested, a list of all certificates relating to articles filed with the Commission that have been issued by the Commission with respect to such corporation and their respective effective dates.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":262468,"text":"A domestic corporation or a foreign corporation authorized to transact business in the Commonwealth shall be deemed to be in good standing if:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"C1"},"6":{"id":262469,"text":"All fees, fines, penalties, and interest assessed, imposed, charged or to be collected by the Commission pursuant to this chapter have been paid except for any annual registration fee that is not due;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"7":{"id":262470,"text":"An annual report required by § 13.1-775 has been delivered to and accepted by the Commission; and","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"8":{"id":262471,"text":"No certificate of dissolution, certificate of withdrawal, or order of reinstatement prohibiting the domestic corporation from engaging in business until it changes its corporate name has been issued or such certificate or prohibition has not become effective or no longer is in effect.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"9":{"id":262472,"text":"The certificate may state any other facts of record in the office of the clerk of the Commission that may be requested by the applicant.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3","next_prefix":"E"},"10":{"id":262473,"text":"Subject to any qualification stated in the certificate, a certificate of good standing issued by the Commission may be relied upon as conclusive evidence that the domestic or foreign corporation is in good standing in the Commonwealth.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":15522,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:55:49","date_modified":"2026-06-26 03:55:49","permalink":{"id":150165,"object_type":"structure","relational_id":15522,"identifier":"1","token":"13.1\/9\/1","url":"\/13.1\/9\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","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":62759,"structure_id":15522,"section_number":"13.1-601","catch_line":"Short title","url":"\/13.1-601\/","token":"13.1\/9\/1\/13.1-601","metadata":false},{"id":81530,"structure_id":15522,"section_number":"13.1-602","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-602\/","token":"13.1\/9\/1\/13.1-602","metadata":false},{"id":83518,"structure_id":15522,"section_number":"13.1-603","catch_line":"Definitions","url":"\/13.1-603\/","token":"13.1\/9\/1\/13.1-603","metadata":false},{"id":81223,"structure_id":15522,"section_number":"13.1-604","catch_line":"Filing requirements","url":"\/13.1-604\/","token":"13.1\/9\/1\/13.1-604","metadata":false},{"id":79230,"structure_id":15522,"section_number":"13.1-604.1","catch_line":"Filings with the Commission pursuant to reorganization","url":"\/13.1-604.1\/","token":"13.1\/9\/1\/13.1-604.1","metadata":false},{"id":71146,"structure_id":15522,"section_number":"13.1-605","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-605\/","token":"13.1\/9\/1\/13.1-605","metadata":false},{"id":70454,"structure_id":15522,"section_number":"13.1-606","catch_line":"Effective time and date of document","url":"\/13.1-606\/","token":"13.1\/9\/1\/13.1-606","metadata":false},{"id":64529,"structure_id":15522,"section_number":"13.1-607","catch_line":"Correcting filed articles","url":"\/13.1-607\/","token":"13.1\/9\/1\/13.1-607","metadata":false},{"id":76071,"structure_id":15522,"section_number":"13.1-608","catch_line":"Evidentiary effect of copy of filed document","url":"\/13.1-608\/","token":"13.1\/9\/1\/13.1-608","metadata":false},{"id":72852,"structure_id":15522,"section_number":"13.1-609","catch_line":"Certificate of good standing","url":"\/13.1-609\/","token":"13.1\/9\/1\/13.1-609","metadata":false},{"id":82388,"structure_id":15522,"section_number":"13.1-610","catch_line":"Notices and other communications","url":"\/13.1-610\/","token":"13.1\/9\/1\/13.1-610","metadata":false},{"id":70102,"structure_id":15522,"section_number":"13.1-610.1","catch_line":"Householding","url":"\/13.1-610.1\/","token":"13.1\/9\/1\/13.1-610.1","metadata":false},{"id":72196,"structure_id":15522,"section_number":"13.1-611","catch_line":"Number of shareholders","url":"\/13.1-611\/","token":"13.1\/9\/1\/13.1-611","metadata":false},{"id":59175,"structure_id":15522,"section_number":"13.1-612","catch_line":"Penalty for signing false document","url":"\/13.1-612\/","token":"13.1\/9\/1\/13.1-612","metadata":false},{"id":83010,"structure_id":15522,"section_number":"13.1-613","catch_line":"Unlawful to transact or offer to transact business as a corporation unless authorized","url":"\/13.1-613\/","token":"13.1\/9\/1\/13.1-613","metadata":false},{"id":66358,"structure_id":15522,"section_number":"13.1-614","catch_line":"Hearing and finality of Commission action; injunctions","url":"\/13.1-614\/","token":"13.1\/9\/1\/13.1-614","metadata":false}],"previous_section":{"id":76071,"structure_id":15522,"section_number":"13.1-608","catch_line":"Evidentiary effect of copy of filed document","url":"\/13.1-608\/","token":"13.1\/9\/1\/13.1-608","metadata":false},"next_section":{"id":82388,"structure_id":15522,"section_number":"13.1-610","catch_line":"Notices and other communications","url":"\/13.1-610\/","token":"13.1\/9\/1\/13.1-610","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-609\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 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. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 6 times. 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. Those modifications are as follows: in 1988, chapter 405; in 1993, chapter 60; in 2005, chapter 765<\/a>; in 2006, chapter 663<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":[{"id":77578,"section_number":"13.1-775","catch_line":"Annual report of domestic and foreign corporations","order_by":null,"url":"\/13.1-775\/"}],"permalink":{"id":150203,"object_type":"law","relational_id":72852,"identifier":"13.1-609","token":"13.1\/9\/1\/13.1-609","url":"\/13.1-609\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-609\/","token":"13.1\/9\/1\/13.1-609","dublin_core":{"Title":"Certificate of good standing","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-609","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Anyone may apply to the Commission<\/span> to furnish a certificate of good standing for a domestic<\/span> or foreign corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The certificate of good standing shall state<\/span> that the corporation is in good standing in the Commonwealth and shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The domestic corporation<\/span>’s corporate name or the foreign corporation<\/span>’s corporate name and, if applicable, the designated name adopted for use in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> That (i) the domestic corporation<\/span> is duly incorporated under the law<\/span> of the Commonwealth, the date of its incorporation, which is the original date of incorporation or formation of the domesticated or converted corporation if the corporation was domesticated or converted from a foreign jurisdiction<\/span> or was converted from a domestic eligible entity<\/span>, and the period of its duration if less than perpetual, or (ii) the foreign corporation<\/span> is authorized to transact business in the Commonwealth; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If requested, a list of all certificates relating to articles filed with the Commission<\/span> that have been issued by the Commission<\/span> with respect to such corporation and their respective effective dates. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A domestic corporation<\/span> or a foreign corporation<\/span> authorized to transact business in the Commonwealth shall be deemed to be in good standing if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> All fees, fines, penalties, and interest<\/span> assessed, imposed, charged or to be collected by the Commission<\/span> pursuant to this chapter have been paid except for any annual registration fee that is not due; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> An annual report required by § 13.1-775<\/a> has been delivered to and accepted by the Commission<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> No certificate of dissolution, certificate of withdrawal, or order<\/span> of reinstatement prohibiting the domestic corporation<\/span> from engaging in business until it changes its corporate name has been issued or such certificate or prohibition has not become effective or no longer is in effect. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The certificate may state<\/span> any other facts<\/span> of record in the office of the clerk of the Commission<\/span> that may be requested by the applicant. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Subject to any qualification stated in the certificate, a certificate of good standing issued by the Commission<\/span> may be relied upon as conclusive evidence<\/span> that the domestic or foreign corporation<\/span> is in good standing in the Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCERTIFICATE OF GOOD STANDING (\u00a7 13.1-609)\n\nA. Anyone may apply to the Commission to furnish a certificate of good standing\nfor a domestic or foreign corporation.\n\nB. The certificate of good standing shall state that the corporation is in good\nstanding in the Commonwealth and shall set forth:\n\n 1. The domestic corporation’s corporate name or the foreign\n corporation’s corporate name and, if applicable, the designated name\n adopted for use in the Commonwealth;\n\n 2. That (i) the domestic corporation is duly incorporated under the law of the\n Commonwealth, the date of its incorporation, which is the original date of\n incorporation or formation of the domesticated or converted corporation if the\n corporation was domesticated or converted from a foreign jurisdiction or was\n converted from a domestic eligible entity, and the period of its duration if\n less than perpetual, or (ii) the foreign corporation is authorized to transact\n business in the Commonwealth; and\n\n 3. If requested, a list of all certificates relating to articles filed with\n the Commission that have been issued by the Commission with respect to such\n corporation and their respective effective dates.\n\nC. A domestic corporation or a foreign corporation authorized to transact\nbusiness in the Commonwealth shall be deemed to be in good standing if:\n\n 1. All fees, fines, penalties, and interest assessed, imposed, charged or to\n be collected by the Commission pursuant to this chapter have been paid except\n for any annual registration fee that is not due;\n\n 2. An annual report required by § 13.1-775 has been delivered to and\n accepted by the Commission; and\n\n 3. No certificate of dissolution, certificate of withdrawal, or order of\n reinstatement prohibiting the domestic corporation from engaging in business\n until it changes its corporate name has been issued or such certificate or\n prohibition has not become effective or no longer is in effect.\n\nD. The certificate may state any other facts of record in the office of the\nclerk of the Commission that may be requested by the applicant.\n\nE. Subject to any qualification stated in the certificate, a certificate of good\nstanding issued by the Commission may be relied upon as conclusive evidence that\nthe domestic or foreign corporation is in good standing in the Commonwealth.\n\nHISTORY: 1985, c. 522; 1988, c. 405; 1993, c. 60; 2005, c. 765; 2006, c. 663;\n2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.","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}}