                                 CODE OF VIRGINIA

AUTOMATIC CANCELLATION OF CERTIFICATE OF REGISTRATION (§ 13.1-1056.1)

A. Whether or not the notice described in subsection B of &#xA7; 13.1-1064 is
mailed, if any foreign limited liability company fails to pay its annual
registration fee on or before the last day of the third month immediately
following its annual registration fee due date each year, such foreign limited
liability company shall automatically cease to be authorized to transact
business in the Commonwealth and its certificate of registration shall be
automatically canceled as of that day.

B. If any foreign limited liability company whose registered agent has filed
with the Commission a statement of resignation pursuant to &#xA7; 13.1-1017
fails to file a statement of change pursuant to &#xA7; 13.1-1016 within 31 days
after the date on which the statement of resignation was filed, the Commission
shall mail notice to the foreign limited liability company of the impending
cancellation of its certificate of registration. If the foreign limited
liability company fails to file the statement of change on or before the last
day of the second month immediately following the month in which the impending
cancellation notice was mailed, the foreign limited liability company shall
automatically cease to be authorized to transact business in the Commonwealth
and its certificate of registration shall be automatically canceled as of that
day.

C. The automatic cancellation of a foreign limited liability company&#8217;s
certificate of registration constitutes the appointment of the clerk of the
Commission as the foreign limited liability company&#8217;s agent for service of
process in any proceeding based on a cause of action arising during the time the
foreign limited liability company was registered to transact business in the
Commonwealth. Service of process on the clerk of the Commission under this
subsection is service on the foreign limited liability company and shall be made
on the clerk in accordance with &#xA7; 12.1-19.1.

D. Cancellation of a foreign limited liability company&#8217;s certificate of
registration does not terminate the authority of the registered agent of the
foreign limited liability company.

HISTORY: 2008, c. 108; 2010, c. 703; 2013, c. 17.