                                 CODE OF VIRGINIA

AUTHORITY TO TRANSACT BUSINESS REQUIRED; GOVERNING LAW (§ 13.1-1051)

A. A foreign limited liability company may not transact business in the
Commonwealth until it obtains a certificate of registration from the Commission.

B. Subject to the Constitution of the Commonwealth:

   1. Except as provided in &#xA7;&#xA7; 13.1-1099.8 and 13.1-1099.10, the laws
   of the state or other jurisdiction under which a foreign limited liability
   company is formed govern its formation and internal affairs and the liability
   of its members and managers; and

   2. A foreign limited liability company may not be denied a certificate of
   registration by reason of any difference between those laws and the laws of
   the Commonwealth.
   				However, a foreign limited liability company holding a valid certificate
   of registration to transact business in the Commonwealth shall have no greater
   rights and privileges than a domestic limited liability company. The
   certificate of registration shall not be deemed to authorize the foreign
   limited liability company to exercise any of its powers or purposes that a
   domestic limited liability company is forbidden by law to exercise in the
   Commonwealth.

HISTORY: 1991, c. 168; 2008, c. 108; 2019, c. 636.