{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-767.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-767.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-767.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-767.html"}],"law_id":57087,"edition_id":1,"section_id":57087,"structure_id":13611,"section_number":"13.1-767","catch_line":"Withdrawal of foreign corporation","history":"Code 1950, \u00a7\u00a7 13-211.1, 13.1-115 to 13.1-116, 13.1-118; 1956, c. 428; 1958, cc. 506, 564; 1975, cc. 88, 500; 1985, c. 522; 1991, c. 672; 1994, c. 291; 2005, c. 765; 2012, c. 130; 2015, c. 623; 2019, c. 734.","full_text":"A\n\nA foreign corporation authorized to transact business in the Commonwealth may withdraw its certificate of authority by applying to the Commission for a certificate of withdrawal. The application shall be on a form prescribed and furnished by the Commission, which shall set forth:1\n\nThe name of the foreign corporation and its jurisdiction of formation;2\n\nIf applicable, a statement that the foreign corporation was a party to a merger permitted by the laws of its jurisdiction of formation and that it was not the surviving entity of the merger, has consolidated with another entity, or has converted to another type of entity under the laws of its jurisdiction of formation;3\n\nThat the foreign corporation is not transacting business in the Commonwealth and that it surrenders its authority to transact business in the Commonwealth;4\n\nThat the foreign corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process upon the foreign corporation in any proceeding based on a cause of action arising during the time it was authorized to transact business in the Commonwealth;5\n\nA mailing address to which the clerk of the Commission may mail a copy of any process served on the clerk under subdivision 4; and6\n\nA commitment to notify the clerk of the Commission in the future of any change in the mailing address of the corporation.B\n\nThe Commission shall not allow any foreign corporation to withdraw its certificate of authority unless such corporation files with the Commission a statement certifying that the corporation has filed returns and has paid all state taxes to the time of the statement or a statement that no such returns are required to be filed or taxes are required to be paid. In such case the corporation may file returns and pay taxes before they would otherwise be due. If the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of withdrawal.C\n\nBefore any foreign corporation authorized to transact business in the Commonwealth terminates its corporate existence, it shall file with the Commission an application for withdrawal. Whether or not such application is filed, the termination of the corporate existence of such foreign corporation shall not take away or impair any remedy available against such corporation for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding against such foreign corporation may be defended by such corporation in its corporate name. The shareholders, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. The right of a foreign corporation that has terminated its corporate existence to institute and maintain in its corporate name actions, suits or proceedings in the courts of the Commonwealth shall be governed by the laws of the jurisdiction of its formation.D\n\nService of process on the clerk of the Commission is service of process on a foreign corporation that has withdrawn its certificate of authority pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1 and service upon the foreign corporation may be made in any other manner permitted by law.","order_by":null,"text":{"0":{"id":209064,"text":"A foreign corporation authorized to transact business in the Commonwealth may withdraw its certificate of authority by applying to the Commission for a certificate of withdrawal. The application shall be on a form prescribed and furnished by the Commission, which shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":209065,"text":"The name of the foreign corporation and its jurisdiction of formation;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":209066,"text":"If applicable, a statement that the foreign corporation was a party to a merger permitted by the laws of its jurisdiction of formation and that it was not the surviving entity of the merger, has consolidated with another entity, or has converted to another type of entity under the laws of its jurisdiction of formation;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":209067,"text":"That the foreign corporation is not transacting business in the Commonwealth and that it surrenders its authority to transact business in the Commonwealth;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":209068,"text":"That the foreign corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process upon the foreign corporation in any proceeding based on a cause of action arising during the time it was authorized to transact business in the Commonwealth;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":209069,"text":"A mailing address to which the clerk of the Commission may mail a copy of any process served on the clerk under subdivision 4; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":209070,"text":"A commitment to notify the clerk of the Commission in the future of any change in the mailing address of the corporation.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":209071,"text":"The Commission shall not allow any foreign corporation to withdraw its certificate of authority unless such corporation files with the Commission a statement certifying that the corporation has filed returns and has paid all state taxes to the time of the statement or a statement that no such returns are required to be filed or taxes are required to be paid. In such case the corporation may file returns and pay taxes before they would otherwise be due. If the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of withdrawal.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"C"},"8":{"id":209072,"text":"Before any foreign corporation authorized to transact business in the Commonwealth terminates its corporate existence, it shall file with the Commission an application for withdrawal. Whether or not such application is filed, the termination of the corporate existence of such foreign corporation shall not take away or impair any remedy available against such corporation for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding against such foreign corporation may be defended by such corporation in its corporate name. The shareholders, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. The right of a foreign corporation that has terminated its corporate existence to institute and maintain in its corporate name actions, suits or proceedings in the courts of the Commonwealth shall be governed by the laws of the jurisdiction of its formation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"9":{"id":209073,"text":"Service of process on the clerk of the Commission is service of process on a foreign corporation that has withdrawn its certificate of authority pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1 and service upon the foreign corporation may be made in any other manner permitted by law.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-767\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 10 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 1958, chapters 506 and 564; in 1975, chapters 88 and 500; in 1985, chapter 522; in 1991, chapter 672; in 1994, chapter 291<\/a>; in 2005, chapter 765<\/a>; in 2012, chapter 130<\/a>; in 2015, chapter 623<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":76608,"section_number":"13.1-517","catch_line":"Consent to service of process","order_by":null,"url":"\/13.1-517\/"},{"id":86515,"section_number":"13.1-566","catch_line":"Service of process on nonresident franchisor","order_by":null,"url":"\/13.1-566\/"},{"id":79297,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-766.1\/"},{"id":73258,"section_number":"13.1-766.2","catch_line":"Conversion of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-766.2\/"}],"refers_to":[{"id":71702,"section_number":"12.1-19.1","catch_line":"Service of process on the Clerk of the State Corporation Commission as statutory agent","order_by":null,"url":"\/12.1-19.1\/"}],"permalink":{"id":150735,"object_type":"law","relational_id":57087,"identifier":"13.1-767","token":"13.1\/9\/17\/13.1-767","url":"\/13.1-767\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-767\/","token":"13.1\/9\/17\/13.1-767","dublin_core":{"Title":"Withdrawal of foreign corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-767","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign corporation<\/span> authorized to transact business in the Commonwealth may withdraw its certificate of authority by applying to the Commission<\/span> for a certificate of withdrawal. The application shall be on a form prescribed and furnished by the Commission<\/span>, which shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the foreign corporation<\/span> and its jurisdiction of formation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If applicable, a statement that the foreign corporation<\/span> was a party<\/span> to a merger<\/span> permitted by the laws<\/span> of its jurisdiction of formation<\/span> and that it was not the surviving entity<\/span> of the merger<\/span>, has consolidated with another entity<\/span>, or has converted to another type of entity<\/span> under the laws<\/span> of its jurisdiction of formation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the foreign corporation<\/span> is not transacting business in the Commonwealth and that it surrenders its authority to transact business in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> That the foreign corporation<\/span> revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission<\/span> as an agent for service of process<\/span> upon the foreign corporation<\/span> in any proceeding<\/span> based on a cause of action<\/span> arising during the time it was authorized to transact business in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A mailing address to which the clerk of the Commission<\/span> may mail a copy of any process served on the clerk under subdivision 4; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> A commitment to notify the clerk of the Commission<\/span> in the future of any change in the mailing address of the corporation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The Commission<\/span> shall not allow any foreign corporation<\/span> to withdraw its certificate of authority unless such corporation files with the Commission<\/span> a statement certifying that the corporation has filed returns and has paid all state<\/span> taxes to the time of the statement or a statement that no such returns are required to be filed or taxes are required to be paid. In such case the corporation may file returns and pay taxes before they would otherwise be due. If the Commission<\/span> finds that the application complies with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of withdrawal. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Before any foreign corporation<\/span> authorized to transact business in the Commonwealth terminates its corporate existence, it shall file with the Commission<\/span> an application for withdrawal. Whether or not such application is filed, the termination of the corporate existence of such foreign corporation<\/span> shall not take away or impair any remedy available against such corporation for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding<\/span> against such foreign corporation<\/span> may be defended by such corporation in its corporate name. The shareholders<\/span>, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. The right of a foreign corporation<\/span> that has terminated its corporate existence to institute and maintain in its corporate name actions, suits or proceedings<\/span> in the courts<\/span> of the Commonwealth shall be governed by the laws<\/span> of the jurisdiction of its formation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Service of process<\/span> on the clerk of the Commission<\/span> is service of process<\/span> on a foreign corporation<\/span> that has withdrawn its certificate of authority pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1<\/a> and service upon the foreign corporation<\/span> may be made in any other manner permitted by law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWITHDRAWAL OF FOREIGN CORPORATION (\u00a7 13.1-767)\n\nA. A foreign corporation authorized to transact business in the Commonwealth may\nwithdraw its certificate of authority by applying to the Commission for a\ncertificate of withdrawal. The application shall be on a form prescribed and\nfurnished by the Commission, which shall set forth:\n\n 1. The name of the foreign corporation and its jurisdiction of formation;\n\n 2. If applicable, a statement that the foreign corporation was a party to a\n merger permitted by the laws of its jurisdiction of formation and that it was\n not the surviving entity of the merger, has consolidated with another entity,\n or has converted to another type of entity under the laws of its jurisdiction\n of formation;\n\n 3. That the foreign corporation is not transacting business in the\n Commonwealth and that it surrenders its authority to transact business in the\n Commonwealth;\n\n 4. That the foreign corporation revokes the authority of its registered agent\n to accept service on its behalf and appoints the clerk of the Commission as an\n agent for service of process upon the foreign corporation in any proceeding\n based on a cause of action arising during the time it was authorized to\n transact business in the Commonwealth;\n\n 5. A mailing address to which the clerk of the Commission may mail a copy of\n any process served on the clerk under subdivision 4; and\n\n 6. A commitment to notify the clerk of the Commission in the future of any\n change in the mailing address of the corporation.\n\nB. The Commission shall not allow any foreign corporation to withdraw its\ncertificate of authority unless such corporation files with the Commission a\nstatement certifying that the corporation has filed returns and has paid all\nstate taxes to the time of the statement or a statement that no such returns are\nrequired to be filed or taxes are required to be paid. In such case the\ncorporation may file returns and pay taxes before they would otherwise be due.\nIf the Commission finds that the application complies with the requirements of\nlaw and that all required fees have been paid, it shall issue a certificate of\nwithdrawal.\n\nC. Before any foreign corporation authorized to transact business in the\nCommonwealth terminates its corporate existence, it shall file with the\nCommission an application for withdrawal. Whether or not such application is\nfiled, the termination of the corporate existence of such foreign corporation\nshall not take away or impair any remedy available against such corporation for\nany right or claim existing or any liability incurred prior to such termination.\nAny such action or proceeding against such foreign corporation may be defended\nby such corporation in its corporate name. The shareholders, directors and\nofficers shall have power to take such corporate or other action as shall be\nappropriate to protect such remedy, right or claim. The right of a foreign\ncorporation that has terminated its corporate existence to institute and\nmaintain in its corporate name actions, suits or proceedings in the courts of\nthe Commonwealth shall be governed by the laws of the jurisdiction of its\nformation.\n\nD. Service of process on the clerk of the Commission is service of process on a\nforeign corporation that has withdrawn its certificate of authority pursuant to\nthis section. Service upon the clerk shall be made in accordance with §\n12.1-19.1 and service upon the foreign corporation may be made in any other\nmanner permitted by law.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-211.1, 13.1-115 to 13.1-116, 13.1-118; 1956, c. 428;\n1958, cc. 506, 564; 1975, cc. 88, 500; 1985, c. 522; 1991, c. 672; 1994, c. 291;\n2005, c. 765; 2012, c. 130; 2015, c. 623; 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}}