{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-921.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-921.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-921.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-921.html"}],"law_id":54503,"edition_id":1,"section_id":54503,"structure_id":13538,"section_number":"13.1-921","catch_line":"Application for certificate of authority","history":"Code 1950, \u00a7\u00a7 13.1-269, 13.1-270; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1985, c. 522; 1994, c. 348; 2001, cc. 517, 541; 2002, c. 607; 2004, c. 274; 2007, c. 925; 2015, c. 623; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nA foreign corporation may apply to the Commission for a certificate of authority to transact business in the Commonwealth. The application shall be made on forms prescribed and furnished by the Commission. The application shall set forth:1\n\nThe name of the foreign corporation, and if the corporation is prevented by § 13.1-924 from using its name in the Commonwealth, a designated name that satisfies the requirements of subsection B of § 13.1-924;2\n\nThe foreign corporation’s jurisdiction of formation, and if the foreign corporation was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the entity identification number issued to it by the Commission;3\n\nThe foreign corporation’s original date of incorporation, organization, or formation as an entity and its period of duration;4\n\nThe street address of the foreign corporation’s principal office;5\n\nThe address of the proposed registered office of the foreign corporation in the Commonwealth, including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located, and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of Virginia and either an officer or director of the corporation or a member of the Virginia State Bar or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; and6\n\nThe names and usual business addresses of the current directors and principal officers of the foreign corporation.B\n\nThe foreign corporation shall deliver with the completed application a copy of its articles of incorporation and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having custody of corporate records in its jurisdiction of formation.C\n\nA foreign corporation is not precluded from receiving a certificate of authority to transact business in the Commonwealth because of any difference between the law of the foreign corporation’s jurisdiction of formation and the law of the Commonwealth.D\n\nIf 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 authority to transact business in the Commonwealth.","order_by":null,"text":{"0":{"id":200118,"text":"A foreign corporation may apply to the Commission for a certificate of authority to transact business in the Commonwealth. The application shall be made on forms prescribed and furnished by the Commission. The application shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":200119,"text":"The name of the foreign corporation, and if the corporation is prevented by § 13.1-924 from using its name in the Commonwealth, a designated name that satisfies the requirements of subsection B of § 13.1-924;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":200120,"text":"The foreign corporation’s jurisdiction of formation, and if the foreign corporation was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the entity identification number issued to it by the Commission;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":200121,"text":"The foreign corporation’s original date of incorporation, organization, or formation as an entity and its period of duration;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":200122,"text":"The street address of the foreign corporation’s principal office;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":200123,"text":"The address of the proposed registered office of the foreign corporation in the Commonwealth, including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located, and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of Virginia and either an officer or director of the corporation or a member of the Virginia State Bar or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":200124,"text":"The names and usual business addresses of the current directors and principal officers of the foreign corporation.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":200125,"text":"The foreign corporation shall deliver with the completed application a copy of its articles of incorporation and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having custody of corporate records in its jurisdiction of formation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"C"},"8":{"id":200126,"text":"A foreign corporation is not precluded from receiving a certificate of authority to transact business in the Commonwealth because of any difference between the law of the foreign corporation’s jurisdiction of formation and the law of the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"9":{"id":200127,"text":"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 authority to transact business in the Commonwealth.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-921\/","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, chapter 564; in 1975, chapter 500; in 1985, chapter 522; in 1994, chapter 348<\/a>; in 2001, chapters 517<\/a> and 541<\/a>; in 2002, chapter 607<\/a>; in 2004, chapter 274<\/a>; in 2007, chapter 925<\/a>; in 2015, chapter 623<\/a>.<\/p>","references":[{"id":84047,"section_number":"13.1-309.1","catch_line":"Foreign cooperatives","order_by":null,"url":"\/13.1-309.1\/"},{"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":56749,"section_number":"13.1-898.5","catch_line":"Surrender of articles of incorporation upon domestication","order_by":null,"url":"\/13.1-898.5\/"},{"id":63821,"section_number":"13.1-922","catch_line":"Amended certificate of authority","order_by":null,"url":"\/13.1-922\/"}],"refers_to":[{"id":82842,"section_number":"13.1-924","catch_line":"Corporate name of foreign corporation","order_by":null,"url":"\/13.1-924\/"}],"permalink":{"id":147785,"object_type":"law","relational_id":54503,"identifier":"13.1-921","token":"13.1\/10\/14\/13.1-921","url":"\/13.1-921\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-921\/","token":"13.1\/10\/14\/13.1-921","dublin_core":{"Title":"Application for certificate of authority","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-921","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign corporation<\/span> may apply to the Commission<\/span> for a certificate of authority to transact business<\/span> in the Commonwealth. The application shall be made on forms prescribed and furnished by the Commission<\/span>. The application shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the foreign corporation<\/span>, and if the corporation is prevented by § 13.1-924<\/a> from using its name in the Commonwealth, a designated name that satisfies the requirements of subsection B of § 13.1-924<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The foreign corporation<\/span>’s jurisdiction of formation<\/span>, and if the foreign corporation<\/span> was previously authorized or registered to transact business<\/span> in the Commonwealth as a foreign corporation<\/span>, limited liability company, business trust, limited partnership, or registered limited liability partnership<\/span>, with respect to every such prior authorization or registration, (i) the name of the entity<\/span>; (ii) the entity<\/span> type; (iii) the state<\/span> or other jurisdiction of incorporation, organization, or formation; and (iv) the entity<\/span> identification number issued to it by the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The foreign corporation<\/span>’s original date of incorporation, organization, or formation as an entity<\/span> and its period of duration; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The street address of the foreign corporation<\/span>’s principal office<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The address of the proposed registered office of the foreign corporation<\/span> in the Commonwealth, including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located, and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual<\/span> who is a resident of Virginia and either an officer or director<\/span> of the corporation or a member<\/span> of the Virginia State<\/span> Bar or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership<\/span> authorized to transact business<\/span> in the Commonwealth, the business office of which is identical with the registered office; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The names and usual business addresses of the current directors<\/span> and principal officers of the foreign corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The foreign corporation<\/span> shall deliver<\/span> with the completed application a copy of its articles of incorporation<\/span> and all amendments and corrections thereto, duly authenticated by the Secretary of State<\/span> or other official having custody<\/span> of corporate records in its jurisdiction of formation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A foreign corporation<\/span> is not precluded from receiving a certificate of authority to transact business<\/span> in the Commonwealth because of any difference between the law<\/span> of the foreign corporation<\/span>’s jurisdiction of formation<\/span> and the law<\/span> of the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> 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 authority to transact business<\/span> in the Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAPPLICATION FOR CERTIFICATE OF AUTHORITY (\u00a7 13.1-921)\n\nA. A foreign corporation may apply to the Commission for a certificate of\nauthority to transact business in the Commonwealth. The application shall be\nmade on forms prescribed and furnished by the Commission. The application shall\nset forth:\n\n 1. The name of the foreign corporation, and if the corporation is prevented by\n § 13.1-924 from using its name in the Commonwealth, a designated name\n that satisfies the requirements of subsection B of § 13.1-924;\n\n 2. The foreign corporation’s jurisdiction of formation, and if the\n foreign corporation was previously authorized or registered to transact\n business in the Commonwealth as a foreign corporation, limited liability\n company, business trust, limited partnership, or registered limited liability\n partnership, with respect to every such prior authorization or registration,\n (i) the name of the entity; (ii) the entity type; (iii) the state or other\n jurisdiction of incorporation, organization, or formation; and (iv) the entity\n identification number issued to it by the Commission;\n\n 3. The foreign corporation’s original date of incorporation,\n organization, or formation as an entity and its period of duration;\n\n 4. The street address of the foreign corporation’s principal office;\n\n 5. The address of the proposed registered office of the foreign corporation in\n the Commonwealth, including both (i) the post office address with street and\n number, if any, and (ii) the name of the county or city in which it is\n located, and the name of its proposed registered agent in the Commonwealth at\n such address and that the registered agent is either (a) an individual who is\n a resident of Virginia and either an officer or director of the corporation or\n a member of the Virginia State Bar or (b) a domestic or foreign stock or\n nonstock corporation, limited liability company, or registered limited\n liability partnership authorized to transact business in the Commonwealth, the\n business office of which is identical with the registered office; and\n\n 6. The names and usual business addresses of the current directors and\n principal officers of the foreign corporation.\n\nB. The foreign corporation shall deliver with the completed application a copy\nof its articles of incorporation and all amendments and corrections thereto,\nduly authenticated by the Secretary of State or other official having custody of\ncorporate records in its jurisdiction of formation.\n\nC. A foreign corporation is not precluded from receiving a certificate of\nauthority to transact business in the Commonwealth because of any difference\nbetween the law of the foreign corporation’s jurisdiction of formation and\nthe law of the Commonwealth.\n\nD. If the Commission finds that the application complies with the requirements\nof law and that all required fees have been paid, it shall issue a certificate\nof authority to transact business in the Commonwealth.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-269, 13.1-270; 1956, c. 428; 1958, c. 564; 1975,\nc. 500; 1985, c. 522; 1994, c. 348; 2001, cc. 517, 541; 2002, c. 607; 2004, c.\n274; 2007, c. 925; 2015, c. 623; 2021, Sp. Sess. I, c. 487.","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}}