{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-931.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-931.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-931.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-931.1.html"}],"law_id":74850,"edition_id":1,"section_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of foreign corporation whose certificate of authority has been withdrawn or revoked","history":"1987, c. 431; 1988, c. 405; 2004, c. 274; 2007, c. 925; 2015, c. 623.","full_text":"A\n\nA foreign corporation whose certificate of authority to transact business in the Commonwealth has been withdrawn or revoked may be relieved of the withdrawal or revocation and have its certificate of authority reinstated by the Commission within five years after the date of withdrawal or revocation unless the certificate of authority was revoked by order of the Commission pursuant to subdivision A 1 of § 13.1-931.B\n\nTo have its certificate of authority reinstated, a foreign corporation shall provide the Commission with the following:1\n\nAn application for reinstatement, which shall include the identification number issued by the Commission to the corporation, and which may be in the form of a letter signed by an officer or director of the corporation, or which may be by affidavit signed by an agent of any member’s interests stating that after diligent search by such agent, no officer or director can be found;2\n\nA reinstatement fee of $10;3\n\nAll annual registration fees and penalties that were due before the certificate of withdrawal was issued or the certificate of authority was revoked and that would have been assessed or imposed to the date of reinstatement if the corporation had not withdrawn or had its certificate of authority revoked;4\n\nAn annual report for the calendar year that corresponds to the calendar year of the latest annual registration fee that was assessed or that would have been assessed to the date of reinstatement;5\n\nA duly authenticated copy of any amendments or corrections made to the articles of incorporation or other constituent documents of the foreign corporation and any mergers entered into by the foreign corporation from the date of withdrawal or revocation of its certificate of authority to the date of its application for reinstatement, along with an application for an amended certificate of authority if required as a result of an amendment or a correction, and all fees required by this chapter for the filing of such instruments;6\n\nIf the name of the foreign corporation does not comply with the provisions of § 13.1-924 at the time of reinstatement, an application for an amended certificate of authority to adopt a designated name for use in the Commonwealth that satisfies the requirements of § 13.1-924, with the fee required by this chapter for the filing of an application for an amended certificate of authority; and7\n\nIf the foreign corporation’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-926.C\n\nIf the foreign corporation complies with the provisions of this section, the Commission shall enter an order of reinstatement, reinstating the foreign corporation’s certificate of authority to transact business in the Commonwealth.","order_by":null,"text":{"0":{"id":268932,"text":"A foreign corporation whose certificate of authority to transact business in the Commonwealth has been withdrawn or revoked may be relieved of the withdrawal or revocation and have its certificate of authority reinstated by the Commission within five years after the date of withdrawal or revocation unless the certificate of authority was revoked by order of the Commission pursuant to subdivision A 1 of § 13.1-931.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":268933,"text":"To have its certificate of authority reinstated, a foreign corporation shall provide the Commission with the following:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":268934,"text":"An application for reinstatement, which shall include the identification number issued by the Commission to the corporation, and which may be in the form of a letter signed by an officer or director of the corporation, or which may be by affidavit signed by an agent of any member’s interests stating that after diligent search by such agent, no officer or director can be found;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":268935,"text":"A reinstatement fee of $10;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":268936,"text":"All annual registration fees and penalties that were due before the certificate of withdrawal was issued or the certificate of authority was revoked and that would have been assessed or imposed to the date of reinstatement if the corporation had not withdrawn or had its certificate of authority revoked;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":268937,"text":"An annual report for the calendar year that corresponds to the calendar year of the latest annual registration fee that was assessed or that would have been assessed to the date of reinstatement;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":268938,"text":"A duly authenticated copy of any amendments or corrections made to the articles of incorporation or other constituent documents of the foreign corporation and any mergers entered into by the foreign corporation from the date of withdrawal or revocation of its certificate of authority to the date of its application for reinstatement, along with an application for an amended certificate of authority if required as a result of an amendment or a correction, and all fees required by this chapter for the filing of such instruments;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":268939,"text":"If the name of the foreign corporation does not comply with the provisions of § 13.1-924 at the time of reinstatement, an application for an amended certificate of authority to adopt a designated name for use in the Commonwealth that satisfies the requirements of § 13.1-924, with the fee required by this chapter for the filing of an application for an amended certificate of authority; and","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"8":{"id":268940,"text":"If the foreign corporation’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-926.","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"C"},"9":{"id":268941,"text":"If the foreign corporation complies with the provisions of this section, the Commission shall enter an order of reinstatement, reinstating the foreign corporation’s certificate of authority to transact business in the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B7"}},"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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-931.1\/","history_text":"

This law was first created in 1987. The record of its establishment is cataloged in chapter 431 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 1987 \u201cActs\u201d aren\u2019t available online. It has been modified 4 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 1988, chapter 405; in 2004, chapter 274<\/a>; in 2007, chapter 925<\/a>; in 2015, chapter 623<\/a>.<\/p>","references":false,"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":147837,"object_type":"law","relational_id":74850,"identifier":"13.1-931.1","token":"13.1\/10\/14\/13.1-931.1","url":"\/13.1-931.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-931.1\/","token":"13.1\/10\/14\/13.1-931.1","dublin_core":{"Title":"Reinstatement of foreign corporation whose certificate of authority has been withdrawn or revoked","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-931.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign corporation<\/span> whose certificate of authority to transact business<\/span> in the Commonwealth has been withdrawn or revoked may be relieved of the withdrawal or revocation<\/span> and have its certificate of authority reinstated by the Commission<\/span> within five years after the date of withdrawal or revocation<\/span> unless the certificate of authority was revoked by order<\/span> of the Commission<\/span> pursuant to subdivision A 1 of § 13.1-931<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> To have its certificate of authority reinstated, a foreign corporation<\/span> shall provide the Commission<\/span> with the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> An application for reinstatement, which shall include the identification number issued by the Commission<\/span> to the corporation, and which may be in the form of a letter signed by an officer or director<\/span> of the corporation, or which may be by affidavit<\/span> signed by an agent of any member<\/span>’s interests<\/span> stating that after diligent search by such agent, no officer or director<\/span> can be found; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A reinstatement fee of $10; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> All annual registration fees and penalties that were due before the certificate of withdrawal was issued or the certificate of authority was revoked and that would have been assessed or imposed to the date of reinstatement if the corporation had not withdrawn or had its certificate of authority revoked; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An annual report for the calendar year that corresponds to the calendar year of the latest annual registration fee that was assessed or that would have been assessed to the date of reinstatement; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A duly authenticated copy of any amendments or corrections made to the articles of incorporation<\/span> or other constituent documents<\/span> of the foreign corporation<\/span> and any mergers entered into by the foreign corporation<\/span> from the date of withdrawal or revocation<\/span> of its certificate of authority to the date of its application for reinstatement, along with an application for an amended certificate of authority if required as a result of an amendment or a correction, and all fees required by this chapter for the filing of such instruments; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the name of the foreign corporation<\/span> does not comply with the provisions of § 13.1-924<\/a> at the time of reinstatement, an application for an amended certificate of authority to adopt a designated name for use in the Commonwealth that satisfies the requirements of § 13.1-924<\/a>, with the fee required by this chapter for the filing of an application for an amended certificate of authority; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> If the foreign corporation<\/span>’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-926<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the foreign corporation<\/span> complies with the provisions of this section, the Commission<\/span> shall enter an order<\/span> of reinstatement, reinstating the foreign corporation<\/span>’s certificate of authority to transact business<\/span> in the Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREINSTATEMENT OF FOREIGN CORPORATION WHOSE CERTIFICATE OF AUTHORITY HAS BEEN\nWITHDRAWN OR REVOKED (\u00a7 13.1-931.1)\n\nA. A foreign corporation whose certificate of authority to transact business in\nthe Commonwealth has been withdrawn or revoked may be relieved of the withdrawal\nor revocation and have its certificate of authority reinstated by the Commission\nwithin five years after the date of withdrawal or revocation unless the\ncertificate of authority was revoked by order of the Commission pursuant to\nsubdivision A 1 of § 13.1-931.\n\nB. To have its certificate of authority reinstated, a foreign corporation shall\nprovide the Commission with the following:\n\n 1. An application for reinstatement, which shall include the identification\n number issued by the Commission to the corporation, and which may be in the\n form of a letter signed by an officer or director of the corporation, or which\n may be by affidavit signed by an agent of any member’s interests stating\n that after diligent search by such agent, no officer or director can be found;\n\n 2. A reinstatement fee of $10;\n\n 3. All annual registration fees and penalties that were due before the\n certificate of withdrawal was issued or the certificate of authority was\n revoked and that would have been assessed or imposed to the date of\n reinstatement if the corporation had not withdrawn or had its certificate of\n authority revoked;\n\n 4. An annual report for the calendar year that corresponds to the calendar\n year of the latest annual registration fee that was assessed or that would\n have been assessed to the date of reinstatement;\n\n 5. A duly authenticated copy of any amendments or corrections made to the\n articles of incorporation or other constituent documents of the foreign\n corporation and any mergers entered into by the foreign corporation from the\n date of withdrawal or revocation of its certificate of authority to the date\n of its application for reinstatement, along with an application for an amended\n certificate of authority if required as a result of an amendment or a\n correction, and all fees required by this chapter for the filing of such\n instruments;\n\n 6. If the name of the foreign corporation does not comply with the provisions\n of § 13.1-924 at the time of reinstatement, an application for an amended\n certificate of authority to adopt a designated name for use in the\n Commonwealth that satisfies the requirements of § 13.1-924, with the fee\n required by this chapter for the filing of an application for an amended\n certificate of authority; and\n\n 7. If the foreign corporation’s registered agent has filed a statement\n of resignation and a new registered agent has not been appointed, a statement\n of change pursuant to § 13.1-926.\n\nC. If the foreign corporation complies with the provisions of this section, the\nCommission shall enter an order of reinstatement, reinstating the foreign\ncorporation’s certificate of authority to transact business in the\nCommonwealth.\n\nHISTORY: 1987, c. 431; 1988, c. 405; 2004, c. 274; 2007, c. 925; 2015, c. 623.","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}}