                                 CODE OF VIRGINIA

APPLICATION FOR CERTIFICATE OF REGISTRATION (§ 13.1-1052)

A. To obtain a certificate of registration to transact business in the
Commonwealth, a foreign limited liability company shall deliver an application
to the Commission. The application shall be made on a form prescribed and
furnished by the Commission. The application shall be signed in the name of the
foreign limited liability company and set forth:

   1. The name of the foreign limited liability company and, if the foreign
   limited liability company is prevented by &#xA7; 13.1-1054 from using its own
   name in the Commonwealth, a designated name that satisfies the requirements of
   &#xA7; 13.1-1054;

   2. The foreign limited liability company&#8217;s jurisdiction of formation,
   and if the foreign limited liability company was previously authorized or
   registered to transact business in the Commonwealth as a foreign corporation,
   nonstock 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. The foreign limited liability company&#8217;s original date of
   organization, formation, or incorporation as an entity and its period of
   duration;

   4. The address of the proposed registered office of the foreign limited
   liability company 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 that address and a statement that the registered agent is
   either (a) an individual who is a resident of the Commonwealth and is either
   (1) a member or manager of the limited liability company, (2) a member or
   manager of a limited liability company that is a member or manager of the
   limited liability company, (3) an officer or director of a corporation that is
   a member or manager of the limited liability company, (4) a partner of a
   partnership that is a member or manager of the limited liability company, (5)
   a general partner of a limited partnership that is a member or manager of the
   limited liability company, (6) a trustee of a trust that is a member or
   manager of the limited liability company, or (7) 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;

   5. A statement that the clerk of the Commission is irrevocably appointed the
   agent of the foreign limited liability company for service of process if the
   foreign limited liability company fails to maintain a registered agent in the
   Commonwealth as required by &#xA7; 13.1-1015, the registered agent&#8217;s
   authority has been revoked, the registered agent has resigned, or the
   registered agent cannot be found or served with the exercise of reasonable
   diligence;

   6. The post office address, including the street and number, if any, of the
   foreign limited liability company&#8217;s principal office; and

   7. A statement evidencing that the foreign limited liability company is a
   &#8220;foreign limited liability company&#8221; as defined in &#xA7;
   13.1-1002.

B. The foreign limited liability company shall deliver with the completed
application a copy of its articles of organization or other constituent
documents and all amendments and corrections thereto, duly authenticated by the
Secretary of State or other official having custody of limited liability company
records in its jurisdiction of formation.

C. A foreign limited liability company 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 limited liability company&#8217;s
jurisdiction of formation and the law of the Commonwealth.

D. 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 registration to transact business in the Commonwealth.

HISTORY: 1991, c. 168; 1992, c. 574; 1996, c. 265; 2002, c. 608; 2004, c. 274;
2008, c. 108; 2016, c. 288; 2021, Sp. Sess. I, c. 487.