{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-757.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-757.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-757.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-757.html"}],"law_id":79833,"edition_id":1,"section_id":79833,"structure_id":13611,"section_number":"13.1-757","catch_line":"Authority to transact business required","history":"Code 1950, \u00a7\u00a7 13.1-102 to 13.1-102.2; 1956, c. 428; 1962, c. 239; 1980, c. 630; 1985, c. 522; 1990, c. 428; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nA foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission.B\n\nThe following activities, among others, do not constitute transacting business within the meaning of subsection A:1\n\nMaintaining, defending, mediating, arbitrating, or settling any proceeding;2\n\nHolding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;3\n\nMaintaining accounts in financial institutions;4\n\nMaintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;5\n\nSelling through independent contractors;6\n\nSoliciting or obtaining orders, by any means, if the orders require acceptance outside the Commonwealth before they become contracts;7\n\nCreating or acquiring indebtedness, deeds of trust, or security interests in property;8\n\nSecuring or collecting debts or enforcing deeds of trust or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired;9\n\nOwning, protecting, and maintaining property;10\n\nConducting an isolated transaction that is completed within 30 consecutive days and that is not one in the course of similar transactions;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;12\n\nServing, without more, as a general partner of, or as a partner in a partnership which is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth; or13\n\nTransacting business in interstate commerce.C\n\nThe list of activities in subsection B is not exhaustive.D\n\nThis section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of the Commonwealth other than this chapter.E\n\nThe term “transacting business” as used in this section shall have no effect on personal jurisdiction under § 8.01-328.1.","order_by":null,"text":{"0":{"id":285970,"text":"A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":285971,"text":"The following activities, among others, do not constitute transacting business within the meaning of subsection A:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":285972,"text":"Maintaining, defending, mediating, arbitrating, or settling any proceeding;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":285973,"text":"Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":285974,"text":"Maintaining accounts in financial institutions;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":285975,"text":"Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":285976,"text":"Selling through independent contractors;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":285977,"text":"Soliciting or obtaining orders, by any means, if the orders require acceptance outside the Commonwealth before they become contracts;","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"8":{"id":285978,"text":"Creating or acquiring indebtedness, deeds of trust, or security interests in property;","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"B8"},"9":{"id":285979,"text":"Securing or collecting debts or enforcing deeds of trust or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired;","type":"section","prefixes":["B","8"],"prefix":"8","entire_prefix":"B8","prefix_anchor":"B8","level":2,"prior_prefix":"B7","next_prefix":"B9"},"10":{"id":285980,"text":"Owning, protecting, and maintaining property;","type":"section","prefixes":["B","9"],"prefix":"9","entire_prefix":"B9","prefix_anchor":"B9","level":2,"prior_prefix":"B8","next_prefix":"B10"},"11":{"id":285981,"text":"Conducting an isolated transaction that is completed within 30 consecutive days and that is not one in the course of similar transactions;","type":"section","prefixes":["B","10"],"prefix":"10","entire_prefix":"B10","prefix_anchor":"B10","level":2,"prior_prefix":"B9","next_prefix":"B11"},"12":{"id":285982,"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;","type":"section","prefixes":["B","11"],"prefix":"11","entire_prefix":"B11","prefix_anchor":"B11","level":2,"prior_prefix":"B10","next_prefix":"B12"},"13":{"id":285983,"text":"Serving, without more, as a general partner of, or as a partner in a partnership which is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth; or","type":"section","prefixes":["B","12"],"prefix":"12","entire_prefix":"B12","prefix_anchor":"B12","level":2,"prior_prefix":"B11","next_prefix":"B13"},"14":{"id":285984,"text":"Transacting business in interstate commerce.","type":"section","prefixes":["B","13"],"prefix":"13","entire_prefix":"B13","prefix_anchor":"B13","level":2,"prior_prefix":"B12","next_prefix":"C"},"15":{"id":285985,"text":"The list of activities in subsection B is not exhaustive.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B13","next_prefix":"D"},"16":{"id":285986,"text":"This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of the Commonwealth other than this chapter.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"17":{"id":285987,"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":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":13611,"edition_id":1,"name":"Foreign Corporations","identifier":"17","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:45:23","date_modified":"2026-06-26 03:45:23","permalink":{"id":150685,"object_type":"structure","relational_id":13611,"identifier":"17","token":"13.1\/9\/17","url":"\/13.1\/9\/17\/","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":79833,"structure_id":13611,"section_number":"13.1-757","catch_line":"Authority to transact business required","url":"\/13.1-757\/","token":"13.1\/9\/17\/13.1-757","metadata":false},{"id":60493,"structure_id":13611,"section_number":"13.1-758","catch_line":"Consequences of transacting business without authority","url":"\/13.1-758\/","token":"13.1\/9\/17\/13.1-758","metadata":false},{"id":79232,"structure_id":13611,"section_number":"13.1-759","catch_line":"Application for certificate of authority","url":"\/13.1-759\/","token":"13.1\/9\/17\/13.1-759","metadata":false},{"id":87272,"structure_id":13611,"section_number":"13.1-760","catch_line":"Amended certificate of authority","url":"\/13.1-760\/","token":"13.1\/9\/17\/13.1-760","metadata":false},{"id":81235,"structure_id":13611,"section_number":"13.1-761","catch_line":"Effect of certificate of authority","url":"\/13.1-761\/","token":"13.1\/9\/17\/13.1-761","metadata":false},{"id":54580,"structure_id":13611,"section_number":"13.1-762","catch_line":"Corporate name of foreign corporation","url":"\/13.1-762\/","token":"13.1\/9\/17\/13.1-762","metadata":false},{"id":65307,"structure_id":13611,"section_number":"13.1-763","catch_line":"Registered office and registered agent of foreign corporation","url":"\/13.1-763\/","token":"13.1\/9\/17\/13.1-763","metadata":false},{"id":55681,"structure_id":13611,"section_number":"13.1-764","catch_line":"Change of registered office or registered agent of a foreign corporation","url":"\/13.1-764\/","token":"13.1\/9\/17\/13.1-764","metadata":false},{"id":74162,"structure_id":13611,"section_number":"13.1-765","catch_line":"Resignation of registered agent of foreign corporation","url":"\/13.1-765\/","token":"13.1\/9\/17\/13.1-765","metadata":false},{"id":77560,"structure_id":13611,"section_number":"13.1-766","catch_line":"Service of process on foreign corporation","url":"\/13.1-766\/","token":"13.1\/9\/17\/13.1-766","metadata":false},{"id":79297,"structure_id":13611,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.1\/","token":"13.1\/9\/17\/13.1-766.1","metadata":false},{"id":73258,"structure_id":13611,"section_number":"13.1-766.2","catch_line":"Conversion of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.2\/","token":"13.1\/9\/17\/13.1-766.2","metadata":false},{"id":57087,"structure_id":13611,"section_number":"13.1-767","catch_line":"Withdrawal of foreign corporation","url":"\/13.1-767\/","token":"13.1\/9\/17\/13.1-767","metadata":false},{"id":85340,"structure_id":13611,"section_number":"13.1-768","catch_line":"Automatic revocation of certificate of authority","url":"\/13.1-768\/","token":"13.1\/9\/17\/13.1-768","metadata":false},{"id":81366,"structure_id":13611,"section_number":"13.1-768.1","catch_line":"Repealed","url":"\/13.1-768.1\/","token":"13.1\/9\/17\/13.1-768.1","metadata":false},{"id":59043,"structure_id":13611,"section_number":"13.1-769","catch_line":"Involuntary revocation of certificate of authority","url":"\/13.1-769\/","token":"13.1\/9\/17\/13.1-769","metadata":false},{"id":65810,"structure_id":13611,"section_number":"13.1-769.1","catch_line":"Reinstatement of a foreign corporation's certificate of authority that has been withdrawn or revoked","url":"\/13.1-769.1\/","token":"13.1\/9\/17\/13.1-769.1","metadata":false}],"next_section":{"id":60493,"structure_id":13611,"section_number":"13.1-758","catch_line":"Consequences of transacting business without authority","url":"\/13.1-758\/","token":"13.1\/9\/17\/13.1-758","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-757\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 7 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 1956, chapter 428; in 1962, chapter 239; in 1980, chapter 630; in 1985, chapter 522; in 1990, chapter 428; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":74209,"section_number":"23.1-219","catch_line":"Council certification; requirements and prohibitions","order_by":null,"url":"\/23.1-219\/"},{"id":87463,"section_number":"38.2-1027","catch_line":"Admission of foreign and alien insurers","order_by":null,"url":"\/38.2-1027\/"},{"id":84875,"section_number":"38.2-200","catch_line":"General powers of the Commission relative to insurance","order_by":null,"url":"\/38.2-200\/"},{"id":78171,"section_number":"56-84","catch_line":"Application or petition by public service company and affiliates; hearing; action of Commission; conditions imposed on foreign corporations","order_by":null,"url":"\/56-84\/"},{"id":62968,"section_number":"6.2-1069","catch_line":"Filing requirements","order_by":null,"url":"\/6.2-1069\/"},{"id":54906,"section_number":"6.2-702","catch_line":"Registration; authority to transact business","order_by":null,"url":"\/6.2-702\/"},{"id":77286,"section_number":"6.2-840","catch_line":"Filing requirements","order_by":null,"url":"\/6.2-840\/"},{"id":60243,"section_number":"6.2-852","catch_line":"Filing requirements","order_by":null,"url":"\/6.2-852\/"}],"refers_to":[{"id":58110,"section_number":"8.01-328.1","catch_line":"When personal jurisdiction over person may be exercised","order_by":null,"url":"\/8.01-328.1\/"}],"permalink":{"id":150687,"object_type":"law","relational_id":79833,"identifier":"13.1-757","token":"13.1\/9\/17\/13.1-757","url":"\/13.1-757\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-757\/","token":"13.1\/9\/17\/13.1-757","dublin_core":{"Title":"Authority to transact business required","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-757","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign corporation<\/span> may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

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

2.<\/span> Holding meetings of the board of directors or shareholders<\/span> or carrying on other activities concerning internal corporate affairs; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Maintaining accounts in financial institutions; <\/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 corporation’s own securities or maintaining trustees or depositories 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>, by any means, if the orders<\/span> require acceptance outside the 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, or security interests<\/span> in property; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

9.<\/span> Owning, protecting, and maintaining property; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> Conducting an isolated transaction that is completed within 30 consecutive days and that is not one in the course of similar transactions; <\/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<\/span>; <\/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 which is a general partner of, a domestic<\/span> or foreign limited partnership<\/span> that does not otherwise transact business in the Commonwealth; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

13.<\/span> Transacting business in interstate commerce. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The list of activities in subsection B is not exhaustive. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> This section does not apply in determining the contacts or activities that may subject a foreign corporation<\/span> to service of process<\/span>, taxation, or regulation under the laws<\/span> of the Commonwealth other than this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/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>","plain_text":" CODE OF VIRGINIA\n\nAUTHORITY TO TRANSACT BUSINESS REQUIRED (\u00a7 13.1-757)\n\nA. A foreign corporation may not transact business in the Commonwealth until it\nobtains a certificate of authority from the Commission.\n\nB. The following activities, among others, do not constitute transacting\nbusiness within the meaning of subsection A:\n\n 1. Maintaining, defending, mediating, arbitrating, or settling any proceeding;\n\n 2. Holding meetings of the board of directors or shareholders or carrying on\n other activities concerning internal corporate affairs;\n\n 3. Maintaining accounts in financial institutions;\n\n 4. Maintaining offices or agencies for the transfer, exchange, and\n registration of the corporation’s own securities or maintaining trustees\n or depositories with respect to those securities;\n\n 5. Selling through independent contractors;\n\n 6. Soliciting or obtaining orders, by any means, if the orders require\n acceptance outside the Commonwealth before they become contracts;\n\n 7. Creating or acquiring indebtedness, deeds of trust, or security interests\n in property;\n\n 8. Securing or collecting debts or enforcing deeds of trust or security\n interests in property securing the debts, and holding, protecting, or\n maintaining property so acquired;\n\n 9. Owning, protecting, and maintaining property;\n\n 10. Conducting an isolated transaction that is completed within 30 consecutive\n days and that is not one in the course of similar transactions;\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\n series, or commercials, or promotional films that are sent outside of the\n Commonwealth for processing, editing, marketing, and distribution;\n\n 12. Serving, without more, as a general partner of, or as a partner in a\n partnership which is a general partner of, a domestic or foreign limited\n partnership that does not otherwise transact business in the Commonwealth; or\n\n 13. Transacting business in interstate commerce.\n\nC. The list of activities in subsection B is not exhaustive.\n\nD. This section does not apply in determining the contacts or activities that\nmay subject a foreign corporation to service of process, taxation, or regulation\nunder the laws of the Commonwealth other than this chapter.\n\nE. The term “transacting business” as used in this section shall\nhave no effect on personal jurisdiction under § 8.01-328.1.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-102 to 13.1-102.2; 1956, c. 428; 1962, c. 239;\n1980, c. 630; 1985, c. 522; 1990, c. 428; 2005, c. 765; 2019, c. 734.","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}}