{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-920.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-920.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-920.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-920.html"}],"law_id":72522,"edition_id":1,"section_id":72522,"structure_id":13538,"section_number":"13.1-920","catch_line":"Consequences of transacting business without authority","history":"Code 1950, \u00a7\u00a7 13-218, 13.1-281; 1956, c. 428; 1981, c. 320; 1985, c. 522; 1986, c. 571; 1990, c. 325; 1991, c. 672; 2007, c. 925.","full_text":"A\n\nA foreign corporation transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding in any court in the Commonwealth until it obtains a certificate of authority.B\n\nNotwithstanding subsections A and C, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in the Commonwealth.C\n\nThe successor to a foreign corporation that transacted business in the Commonwealth without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign corporation or its successor obtains a certificate of authority.\n\t\t\tA court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court shall further stay the proceeding until the foreign corporation or its successor obtains the certificate.D\n\nIf a foreign corporation transacts business in the Commonwealth without a certificate of authority, each officer, director, and employee who does any of such business in the Commonwealth knowing that a certificate of authority is required shall be liable for a penalty of not less than $500 and not more than $5,000. Any such penalty may be imposed by the Commission or by any court in the Commonwealth before which an action against the corporation may lie, after the corporation and the individual have been given notice and an opportunity to be heard.E\n\nSuits, actions and proceedings may be begun against a foreign corporation that transacts business in the Commonwealth without a certificate of authority by serving process on any director, officer or agent of the corporation doing such business, or, if none can be found, on the clerk of the Commission or on the corporation in any other manner permitted by law. If any foreign corporation transacts business in the Commonwealth without a certificate of authority, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its attorney for service of process. Service upon the clerk shall be made in accordance with § 12.1-19.1.","order_by":null,"text":{"0":{"id":261144,"text":"A foreign corporation transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding in any court in the Commonwealth until it obtains a certificate of authority.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":261145,"text":"Notwithstanding subsections A and C, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in the Commonwealth.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":261146,"text":"The successor to a foreign corporation that transacted business in the Commonwealth without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign corporation or its successor obtains a certificate of authority.\n\t\t\tA court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court shall further stay the proceeding until the foreign corporation or its successor obtains the certificate.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":261147,"text":"If a foreign corporation transacts business in the Commonwealth without a certificate of authority, each officer, director, and employee who does any of such business in the Commonwealth knowing that a certificate of authority is required shall be liable for a penalty of not less than $500 and not more than $5,000. Any such penalty may be imposed by the Commission or by any court in the Commonwealth before which an action against the corporation may lie, after the corporation and the individual have been given notice and an opportunity to be heard.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":261148,"text":"Suits, actions and proceedings may be begun against a foreign corporation that transacts business in the Commonwealth without a certificate of authority by serving process on any director, officer or agent of the corporation doing such business, or, if none can be found, on the clerk of the Commission or on the corporation in any other manner permitted by law. If any foreign corporation transacts business in the Commonwealth without a certificate of authority, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its attorney for service of process. Service upon the clerk shall be made in accordance with § 12.1-19.1.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-920\/","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 1981, chapter 320; in 1985, chapter 522; in 1986, chapter 571; in 1990, chapter 325; in 1991, chapter 672; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":80689,"section_number":"8.01-301","catch_line":"How process served on foreign stock or nonstock corporations and foreign limited liability companies generally","order_by":null,"url":"\/8.01-301\/"}],"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":147781,"object_type":"law","relational_id":72522,"identifier":"13.1-920","token":"13.1\/10\/14\/13.1-920","url":"\/13.1-920\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-920\/","token":"13.1\/10\/14\/13.1-920","dublin_core":{"Title":"Consequences of transacting business without authority","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-920","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign corporation<\/span> transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding<\/span> in any court<\/span> in the Commonwealth until it obtains a certificate of authority. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Notwithstanding subsections A and C, the failure of a foreign corporation<\/span> to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding<\/span> in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The successor to a foreign corporation<\/span> that transacted business in the Commonwealth without a certificate of authority and the assignee of a cause of action<\/span> arising out of that business may not maintain a proceeding<\/span> based on that cause of action<\/span> in any court<\/span> in the Commonwealth until the foreign corporation<\/span> or its successor obtains a certificate of authority.\n\t\t\tA court<\/span> may stay<\/span> a proceeding<\/span> commenced by a foreign corporation<\/span>, its successor, or assignee until it determines whether the foreign corporation<\/span> or its successor requires a certificate of authority. If it so determines, the court<\/span> shall further stay<\/span> the proceeding<\/span> until the foreign corporation<\/span> or its successor obtains the certificate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If a foreign corporation<\/span> transacts business in the Commonwealth without a certificate of authority, each officer, director<\/span>, and employee who does any of such business in the Commonwealth knowing that a certificate of authority is required shall be liable for a penalty<\/span> of not less than $500 and not more than $5,000. Any such penalty<\/span> may be imposed by the Commission<\/span> or by any court<\/span> in the Commonwealth before which an action against the corporation may lie, after the corporation and the individual<\/span> have been given notice and an opportunity to be heard. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Suits, actions and proceedings<\/span> may be begun against a foreign corporation<\/span> that transacts business in the Commonwealth without a certificate of authority by serving process on any director<\/span>, officer or agent of the corporation doing such business, or, if none can be found, on the clerk of the Commission<\/span> or on the corporation in any other manner permitted by law<\/span>. If any foreign corporation<\/span> transacts business in the Commonwealth without a certificate of authority, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission<\/span> its attorney for service of process<\/span>. Service upon the clerk shall be made in accordance with § 12.1-19.1<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONSEQUENCES OF TRANSACTING BUSINESS WITHOUT AUTHORITY (\u00a7 13.1-920)\n\nA. A foreign corporation transacting business in the Commonwealth without a\ncertificate of authority may not maintain a proceeding in any court in the\nCommonwealth until it obtains a certificate of authority.\n\nB. Notwithstanding subsections A and C, the failure of a foreign corporation to\nobtain a certificate of authority does not impair the validity of its corporate\nacts or prevent it from defending any proceeding in the Commonwealth.\n\nC. The successor to a foreign corporation that transacted business in the\nCommonwealth without a certificate of authority and the assignee of a cause of\naction arising out of that business may not maintain a proceeding based on that\ncause of action in any court in the Commonwealth until the foreign corporation\nor its successor obtains a certificate of authority.\n\t\t\tA court may stay a proceeding commenced by a foreign corporation, its\nsuccessor, or assignee until it determines whether the foreign corporation or\nits successor requires a certificate of authority. If it so determines, the\ncourt shall further stay the proceeding until the foreign corporation or its\nsuccessor obtains the certificate.\n\nD. If a foreign corporation transacts business in the Commonwealth without a\ncertificate of authority, each officer, director, and employee who does any of\nsuch business in the Commonwealth knowing that a certificate of authority is\nrequired shall be liable for a penalty of not less than $500 and not more than\n$5,000. Any such penalty may be imposed by the Commission or by any court in the\nCommonwealth before which an action against the corporation may lie, after the\ncorporation and the individual have been given notice and an opportunity to be\nheard.\n\nE. Suits, actions and proceedings may be begun against a foreign corporation\nthat transacts business in the Commonwealth without a certificate of authority\nby serving process on any director, officer or agent of the corporation doing\nsuch business, or, if none can be found, on the clerk of the Commission or on\nthe corporation in any other manner permitted by law. If any foreign corporation\ntransacts business in the Commonwealth without a certificate of authority, it\nshall by transacting such business be deemed to have thereby appointed the clerk\nof the Commission its attorney for service of process. Service upon the clerk\nshall be made in accordance with § 12.1-19.1.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-218, 13.1-281; 1956, c. 428; 1981, c. 320; 1985, c.\n522; 1986, c. 571; 1990, c. 325; 1991, c. 672; 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}}