                                 CODE OF VIRGINIA

VOLUNTARY CANCELLATION OF CERTIFICATE OF REGISTRATION (§ 13.1-1246)

A. A foreign business trust registered to transact business in the Commonwealth
may apply to the Commission for a certificate of cancellation to cancel its
certificate of registration. The application shall be on a form prescribed and
furnished by the Commission, which shall set forth:

   1. The name of the foreign business trust and the name of the state or other
   jurisdiction under whose law it is or was formed, and the identification
   number issued by the Commission to the business trust;

   2. If applicable, that the foreign business trust was a party to a merger
   permitted by the laws of the state or other jurisdiction under whose laws it
   was organized and that it was not the surviving entity of the merger;

   3. That the foreign business trust is not transacting business in the
   Commonwealth and that it surrenders its registration to transact business in
   the Commonwealth;

   4. That the foreign business trust revokes the authority of its registered
   agent to accept service on its behalf and appoints the clerk of the Commission
   as its agent for service of process in any proceeding based on a cause of
   action arising during the time it was authorized to transact business in the
   Commonwealth;

   5. A mailing address to which the clerk of the Commission may mail a copy of
   any process served on him under subdivision 4; and

   6. A commitment to notify the clerk of the Commission in the future of any
   change in the mailing address of the business trust.

B. If the Commission finds that the application complies with the requirements
of law and all required fees have been paid, it shall issue a certificate of
cancellation canceling the certificate of registration.

C. Before any foreign business trust registered to transact business in the
Commonwealth cancels its existence, it shall file with the Commission an
application for a certificate of cancellation. Whether or not such application
is filed, the cancellation of the existence of such foreign business trust shall
not take away or impair any remedy available against such business trust for any
right or claim existing or any liability incurred prior to such cancellation.
Any such action or proceeding against such foreign business trust may be
defended by such business trust in its name. The trustees and beneficial owners
shall have power to take such action as shall be appropriate to protect such
remedy, right, or claim. The right of a foreign business trust that has canceled
its existence to institute and maintain in its name actions, suits, or
proceedings in the courts of the Commonwealth shall be governed by the law of
the state of its formation.

D. Service of process on the clerk of the Commission is service of process on a
foreign business trust whose certificate of registration has been canceled
pursuant to this section. Service upon the clerk shall be made in accordance
with &#xA7; 12.1-19.1, and service upon the foreign business trust may be made
in any other manner permitted by law.

HISTORY: 2002, c. 621; 2008, cc. 588, 770; 2009, c. 167; 2012, c. 130; 2013, c.
25.