                                 CODE OF VIRGINIA

TRANSACTIONS NOT CONSTITUTING DOING BUSINESS (§ 13.1-1059)

A. The following activities of a foreign limited liability company, among
others, do not constitute transacting business within the meaning of this
article:

   1. Maintaining, defending, or settling any proceeding;

   2. Holding meetings of its members or carrying on any other activities
   concerning its internal affairs;

   3. Maintaining bank accounts;

   4. Maintaining offices or agencies for the transfer, exchange and registration
   of the foreign limited liability company&#8217;s securities or maintaining
   trustees or depositaries with respect to those securities;

   5. Selling through independent contractors;

   6. Soliciting or obtaining orders, whether by mail or through employees or
   agents or otherwise, if the orders require acceptance outside this
   Commonwealth before they become contracts;

   7. Creating or acquiring indebtedness, deeds of trust, and security interests
   in real or personal property;

   8. Securing or collecting debts or enforcing deeds of trust and security
   interests in property securing the debts;

   9. Owning, without more, real or personal property;

   10. Conducting an isolated transaction that is completed within 30 days and
   that is not one in the course of repeated transactions of a like nature;

   11. For a period of less than 90 consecutive days, producing, directing,
   filming, crewing or acting in motion picture feature films, television series
   or commercials, or promotional films that are sent outside of the Commonwealth
   for processing, editing, marketing and distribution; or

   12. Serving, without more, as a general partner of, or as a partner in a
   partnership that is a general partner of, a domestic or foreign limited
   partnership that does not otherwise transact business in the Commonwealth.

B. The term &#8220;transacting business&#8221; as used in this section shall
have no effect on personal jurisdiction under &#xA7; 8.01-328.1.

C. The list of activities in subsection A of this section is not exhaustive.
This section does not apply in determining the contracts or activities that may
subject a foreign limited liability company to service of process or taxation in
this Commonwealth or to regulation under any other law of this Commonwealth.

HISTORY: 1991, c. 168; 1996, c. 265; 2004, c. 601.