{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-919.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-919.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-919.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-919.html"}],"law_id":54666,"edition_id":1,"section_id":54666,"structure_id":13538,"section_number":"13.1-919","catch_line":"Authority to transact business required","history":"Code 1950, \u00a7\u00a7 13.1-265 to 13.1-265.2; 1956, c. 428; 1962, c. 239; 1980, c. 630; 1985, c. 522; 2007, c. 925.","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, or settling any proceeding;2\n\nHolding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;3\n\nMaintaining bank accounts;4\n\nSelling through independent contractors;5\n\nSoliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the Commonwealth before they become contracts;6\n\nCreating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;7\n\nSecuring or collecting debts or enforcing deeds of trust and security interests in property securing the debts;8\n\nOwning, without more, real or personal property;9\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;10\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 which are sent outside of the Commonwealth for processing, editing, marketing and distribution; or11\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.C\n\nThe list of activities in subsection B is not exhaustive.","order_by":null,"text":{"0":{"id":200707,"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":200708,"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":200709,"text":"Maintaining, defending, 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":200710,"text":"Holding meetings of the board of directors or members 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":200711,"text":"Maintaining bank accounts;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":200712,"text":"Selling through independent contractors;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":200713,"text":"Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the Commonwealth before they become contracts;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":200714,"text":"Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"8":{"id":200715,"text":"Securing or collecting debts or enforcing deeds of trust and security interests in property securing the debts;","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"B8"},"9":{"id":200716,"text":"Owning, without more, real or personal property;","type":"section","prefixes":["B","8"],"prefix":"8","entire_prefix":"B8","prefix_anchor":"B8","level":2,"prior_prefix":"B7","next_prefix":"B9"},"10":{"id":200717,"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":["B","9"],"prefix":"9","entire_prefix":"B9","prefix_anchor":"B9","level":2,"prior_prefix":"B8","next_prefix":"B10"},"11":{"id":200718,"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 which are sent outside of the Commonwealth for processing, editing, marketing and distribution; or","type":"section","prefixes":["B","10"],"prefix":"10","entire_prefix":"B10","prefix_anchor":"B10","level":2,"prior_prefix":"B9","next_prefix":"B11"},"12":{"id":200719,"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":["B","11"],"prefix":"11","entire_prefix":"B11","prefix_anchor":"B11","level":2,"prior_prefix":"B10","next_prefix":"C"},"13":{"id":200720,"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":"B11"}},"ancestry":[{"id":13538,"edition_id":1,"name":"Foreign Corporations","identifier":"14","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:45:09","date_modified":"2026-06-26 03:45:09","permalink":{"id":147775,"object_type":"structure","relational_id":13538,"identifier":"14","token":"13.1\/10\/14","url":"\/13.1\/10\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":54666,"structure_id":13538,"section_number":"13.1-919","catch_line":"Authority to transact business required","url":"\/13.1-919\/","token":"13.1\/10\/14\/13.1-919","metadata":false},{"id":72522,"structure_id":13538,"section_number":"13.1-920","catch_line":"Consequences of transacting business without authority","url":"\/13.1-920\/","token":"13.1\/10\/14\/13.1-920","metadata":false},{"id":54503,"structure_id":13538,"section_number":"13.1-921","catch_line":"Application for certificate of authority","url":"\/13.1-921\/","token":"13.1\/10\/14\/13.1-921","metadata":false},{"id":63821,"structure_id":13538,"section_number":"13.1-922","catch_line":"Amended certificate of authority","url":"\/13.1-922\/","token":"13.1\/10\/14\/13.1-922","metadata":false},{"id":61375,"structure_id":13538,"section_number":"13.1-923","catch_line":"Effect of certificate of authority","url":"\/13.1-923\/","token":"13.1\/10\/14\/13.1-923","metadata":false},{"id":82842,"structure_id":13538,"section_number":"13.1-924","catch_line":"Corporate name of foreign corporation","url":"\/13.1-924\/","token":"13.1\/10\/14\/13.1-924","metadata":false},{"id":69490,"structure_id":13538,"section_number":"13.1-925","catch_line":"Registered office and registered agent of foreign corporation","url":"\/13.1-925\/","token":"13.1\/10\/14\/13.1-925","metadata":false},{"id":75911,"structure_id":13538,"section_number":"13.1-926","catch_line":"Change of registered office or registered agent of a foreign corporation","url":"\/13.1-926\/","token":"13.1\/10\/14\/13.1-926","metadata":false},{"id":61343,"structure_id":13538,"section_number":"13.1-927","catch_line":"Resignation of registered agent of foreign corporation","url":"\/13.1-927\/","token":"13.1\/10\/14\/13.1-927","metadata":false},{"id":84182,"structure_id":13538,"section_number":"13.1-928","catch_line":"Service of process on foreign corporation","url":"\/13.1-928\/","token":"13.1\/10\/14\/13.1-928","metadata":false},{"id":65982,"structure_id":13538,"section_number":"13.1-928.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-928.1\/","token":"13.1\/10\/14\/13.1-928.1","metadata":false},{"id":69949,"structure_id":13538,"section_number":"13.1-928.2","catch_line":"Entity conversion of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-928.2\/","token":"13.1\/10\/14\/13.1-928.2","metadata":false},{"id":66931,"structure_id":13538,"section_number":"13.1-929","catch_line":"Withdrawal of foreign corporation","url":"\/13.1-929\/","token":"13.1\/10\/14\/13.1-929","metadata":false},{"id":68819,"structure_id":13538,"section_number":"13.1-930","catch_line":"Automatic revocation of certificate of authority","url":"\/13.1-930\/","token":"13.1\/10\/14\/13.1-930","metadata":false},{"id":81299,"structure_id":13538,"section_number":"13.1-931","catch_line":"Involuntary revocation of certificate of authority","url":"\/13.1-931\/","token":"13.1\/10\/14\/13.1-931","metadata":false},{"id":74850,"structure_id":13538,"section_number":"13.1-931.1","catch_line":"Reinstatement of foreign corporation whose certificate of authority has been withdrawn or revoked","url":"\/13.1-931.1\/","token":"13.1\/10\/14\/13.1-931.1","metadata":false}],"next_section":{"id":72522,"structure_id":13538,"section_number":"13.1-920","catch_line":"Consequences of transacting business without authority","url":"\/13.1-920\/","token":"13.1\/10\/14\/13.1-920","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-919\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 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 2007, chapter 925<\/a>.<\/p>","references":[{"id":58600,"section_number":"13.1-898.4","catch_line":"Articles of domestication","order_by":null,"url":"\/13.1-898.4\/"},{"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\/"}],"refers_to":false,"permalink":{"id":147777,"object_type":"law","relational_id":54666,"identifier":"13.1-919","token":"13.1\/10\/14\/13.1-919","url":"\/13.1-919\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-919\/","token":"13.1\/10\/14\/13.1-919","dublin_core":{"Title":"Authority to transact business required","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-919","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign corporation<\/span> may not transact business<\/span> 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, 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<\/span> or members<\/span> or carrying on other activities concerning internal corporate 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> Selling through independent contractors; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Soliciting or obtaining orders<\/span>, whether by mail or through employees or agents or otherwise, 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

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

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

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

9.<\/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

10.<\/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 which are sent outside of the Commonwealth for processing, editing, marketing and distribution; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/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<\/span> in the Commonwealth. <\/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>","plain_text":" CODE OF VIRGINIA\n\nAUTHORITY TO TRANSACT BUSINESS REQUIRED (\u00a7 13.1-919)\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, or settling any proceeding;\n\n 2. Holding meetings of the board of directors or members or carrying on other\n activities concerning internal corporate affairs;\n\n 3. Maintaining bank accounts;\n\n 4. Selling through independent contractors;\n\n 5. Soliciting or obtaining orders, whether by mail or through employees or\n agents or otherwise, if the orders require acceptance outside the Commonwealth\n before they become contracts;\n\n 6. Creating or acquiring indebtedness, deeds of trust, and security interests\n in real or personal property;\n\n 7. Securing or collecting debts or enforcing deeds of trust and security\n interests in property securing the debts;\n\n 8. Owning, without more, real or personal property;\n\n 9. 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 10. 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 which are sent outside of the\n Commonwealth for processing, editing, marketing and distribution; or\n\n 11. 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\nC. The list of activities in subsection B is not exhaustive.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-265 to 13.1-265.2; 1956, c. 428; 1962, c. 239;\n1980, c. 630; 1985, c. 522; 2007, c. 925.","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}}