{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-769.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-769.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-769.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-769.html"}],"law_id":59043,"edition_id":1,"section_id":59043,"structure_id":13611,"section_number":"13.1-769","catch_line":"Involuntary revocation of certificate of authority","history":"1985, c. 522; 1991, c. 672; 1995, c. 76; 2005, c. 765; 2008, cc. 588, 770; 2015, c. 623; 2019, c. 734.","full_text":"A\n\nThe certificate of authority to transact business in the Commonwealth of any foreign corporation may be revoked by order of the Commission when it finds that such foreign corporation:1\n\nHas continued to exceed the authority conferred upon it by law;2\n\nHas failed to maintain a registered office or a registered agent in the Commonwealth as required by law;3\n\nHas failed to file any document required by this chapter to be filed with the Commission;4\n\nNo longer exists under the laws of the jurisdiction of its formation; or5\n\nHas been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its officers and directors constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.\n\t\t\t\tA certificate of authority revoked pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year.B\n\nA foreign corporation convicted of the offense listed in subdivision A 5 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction.C\n\nBefore entering an order revoking the certificate of authority of a foreign corporation under subsection A, the Commission shall issue a rule against the foreign corporation giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.D\n\nThe authority of a foreign corporation to transact business in the Commonwealth ceases on the date shown on the order revoking its certificate of authority.E\n\nThe Commission’s revocation of a foreign corporation’s certificate of authority appoints the clerk of the Commission as an agent of the foreign corporation for service of process in any proceeding based on a cause of action arising during the time the foreign corporation was authorized to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign corporation and shall be made on the clerk in accordance with § 12.1-19.1.F\n\nRevocation of a foreign corporation’s certificate of authority does not terminate the authority of the registered agent of the corporation.","order_by":null,"text":{"0":{"id":216502,"text":"The certificate of authority to transact business in the Commonwealth of any foreign corporation may be revoked by order of the Commission when it finds that such foreign corporation:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":216503,"text":"Has continued to exceed the authority conferred upon it by law;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":216504,"text":"Has failed to maintain a registered office or a registered agent in the Commonwealth as required by law;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":216505,"text":"Has failed to file any document required by this chapter to be filed with the Commission;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":216506,"text":"No longer exists under the laws of the jurisdiction of its formation; or","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":216507,"text":"Has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its officers and directors constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.\n\t\t\t\tA certificate of authority revoked pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":216508,"text":"A foreign corporation convicted of the offense listed in subdivision A 5 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5","next_prefix":"C"},"7":{"id":216509,"text":"Before entering an order revoking the certificate of authority of a foreign corporation under subsection A, the Commission shall issue a rule against the foreign corporation giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"8":{"id":216510,"text":"The authority of a foreign corporation to transact business in the Commonwealth ceases on the date shown on the order revoking its certificate of authority.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"9":{"id":216511,"text":"The Commission’s revocation of a foreign corporation’s certificate of authority appoints the clerk of the Commission as an agent of the foreign corporation for service of process in any proceeding based on a cause of action arising during the time the foreign corporation was authorized to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign corporation and shall be made on the clerk in accordance with § 12.1-19.1.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"10":{"id":216512,"text":"Revocation of a foreign corporation’s certificate of authority does not terminate the authority of the registered agent of the corporation.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-769\/","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 1991, chapter 672; in 1995, chapter 76<\/a>; in 2005, chapter 765<\/a>; in 2008, chapters 588<\/a> and 770<\/a>; in 2015, chapter 623<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":150747,"object_type":"law","relational_id":59043,"identifier":"13.1-769","token":"13.1\/9\/17\/13.1-769","url":"\/13.1-769\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-769\/","token":"13.1\/9\/17\/13.1-769","dublin_core":{"Title":"Involuntary revocation of certificate of authority","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-769","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The certificate of authority to transact business in the Commonwealth of any foreign corporation<\/span> may be revoked by order<\/span> of the Commission<\/span> when it finds that such foreign corporation<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Has continued to exceed the authority conferred upon it by law<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Has failed to maintain a registered office or a registered agent in the Commonwealth as required by law<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Has failed to file any document<\/span> required by this chapter to be filed with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> No longer exists under the laws<\/span> of the jurisdiction<\/span> of its formation; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its officers and directors constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.\n\t\t\t\tA certificate of authority revoked pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A foreign corporation<\/span> convicted of the offense<\/span> listed in subdivision A 5 shall immediately report such conviction<\/span> to the Commission<\/span> and file with the Commission<\/span> an authenticated copy of the judgment<\/span> or record of conviction<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Before entering an order<\/span> revoking the certificate of authority of a foreign corporation<\/span> under subsection A, the Commission<\/span> shall issue<\/span> a rule against the foreign corporation<\/span> giving it an opportunity to be heard and show cause why such an order<\/span> should not be entered. The Commission<\/span> may issue<\/span> the rule on its own motion<\/span> or on motion<\/span> of the Attorney General<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The authority of a foreign corporation<\/span> to transact business in the Commonwealth ceases on the date shown on the order<\/span> revoking its certificate of authority. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The Commission<\/span>’s revocation<\/span> of a foreign corporation<\/span>’s certificate of authority appoints the clerk of the Commission<\/span> as an agent of the foreign corporation<\/span> for service of process<\/span> in any proceeding<\/span> based on a cause of action<\/span> arising during the time the foreign corporation<\/span> was authorized to transact business in the Commonwealth. Service of process<\/span> on the clerk of the Commission<\/span> under this subsection is service on the foreign corporation<\/span> and shall be made on the clerk in accordance with § 12.1-19.1<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Revocation<\/span> of a foreign corporation<\/span>’s certificate of authority does not terminate the authority of the registered agent of the corporation. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINVOLUNTARY REVOCATION OF CERTIFICATE OF AUTHORITY (\u00a7 13.1-769)\n\nA. The certificate of authority to transact business in the Commonwealth of any\nforeign corporation may be revoked by order of the Commission when it finds that\nsuch foreign corporation:\n\n 1. Has continued to exceed the authority conferred upon it by law;\n\n 2. Has failed to maintain a registered office or a registered agent in the\n Commonwealth as required by law;\n\n 3. Has failed to file any document required by this chapter to be filed with\n the Commission;\n\n 4. No longer exists under the laws of the jurisdiction of its formation; or\n\n 5. Has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended,\n for actions of its officers and directors constituting a pattern or practice\n of employing unauthorized aliens in the Commonwealth.\n \t\t\t\tA certificate of authority revoked pursuant to subdivision A 5 shall not\n be eligible for reinstatement for a period of not less than one year.\n\nB. A foreign corporation convicted of the offense listed in subdivision A 5\nshall immediately report such conviction to the Commission and file with the\nCommission an authenticated copy of the judgment or record of conviction.\n\nC. Before entering an order revoking the certificate of authority of a foreign\ncorporation under subsection A, the Commission shall issue a rule against the\nforeign corporation giving it an opportunity to be heard and show cause why such\nan order should not be entered. The Commission may issue the rule on its own\nmotion or on motion of the Attorney General.\n\nD. The authority of a foreign corporation to transact business in the\nCommonwealth ceases on the date shown on the order revoking its certificate of\nauthority.\n\nE. The Commission’s revocation of a foreign corporation’s\ncertificate of authority appoints the clerk of the Commission as an agent of the\nforeign corporation for service of process in any proceeding based on a cause of\naction arising during the time the foreign corporation was authorized to\ntransact business in the Commonwealth. Service of process on the clerk of the\nCommission under this subsection is service on the foreign corporation and shall\nbe made on the clerk in accordance with § 12.1-19.1.\n\nF. Revocation of a foreign corporation’s certificate of authority does not\nterminate the authority of the registered agent of the corporation.\n\nHISTORY: 1985, c. 522; 1991, c. 672; 1995, c. 76; 2005, c. 765; 2008, cc. 588,\n770; 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}}