                                 CODE OF VIRGINIA

INVOLUNTARY CANCELLATION OF CERTIFICATE OF REGISTRATION (§ 13.1-1056.2)

A. The certificate of registration to transact business in the Commonwealth of
any foreign limited liability company may be canceled involuntarily by order of
the Commission when it finds that the foreign limited liability company:

   1. Has continued to exceed or abuse the authority conferred upon it by law;

   2. Has failed to maintain a registered office or a registered agent in the
   Commonwealth as required by law;

   3. Has failed to file any document required by this chapter to be filed with
   the Commission;

   4. No longer exists under the laws of the state or other jurisdiction of its
   organization; or

   5. Has been convicted for a violation of 8 U.S.C. &#xA7; 1324a (f), as
   amended, for actions of its members or managers constituting a pattern or
   practice of employing unauthorized aliens in the Commonwealth.

B. Before entering any such order the Commission shall issue a rule against the
foreign limited liability company giving it an opportunity to be heard and show
cause why such an order should not be entered. The Commission may issue the rule
on its own motion or on motion of the Attorney General.

C. The authority of a foreign limited liability company to transact business in
the Commonwealth ceases on the date shown on the order canceling its certificate
of registration.

D. The Commission&#8217;s cancellation of a foreign limited liability
company&#8217;s certificate of registration appoints the clerk of the Commission
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.

E. 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.

F. Any foreign limited liability company convicted of the offense listed in
subdivision A 5 shall immediately report such conviction to the Commission and
file with the Commission an authenticated copy of the judgment or record of
conviction. A certificate of registration canceled pursuant to subdivision A 5
shall not be eligible for reinstatement for a period of not less than one year.

HISTORY: 2008, c. 108; 2009, c. 167.