                                 CODE OF VIRGINIA

TRANSACTION OF BUSINESS WITHOUT REGISTRATION; CIVIL PENALTY (§ 13.1-1247)

A. A foreign business trust transacting business in the Commonwealth shall not
maintain any action, suit, or proceeding in any court of the Commonwealth until
it has registered in the Commonwealth.

B. The successor to a foreign business trust that transacted business in the
Commonwealth without registering in the Commonwealth and the assignee of a cause
of action arising out of that business may not maintain a proceeding based on
that cause of action in any court in the Commonwealth until the foreign business
trust or its successor has registered in the Commonwealth.

C. The failure of a foreign business trust to register in the Commonwealth shall
not impair the validity of any contract or act of the foreign business trust or
prevent the foreign business trust from defending any action, suit, or
proceeding in any court of the Commonwealth.

D. If a foreign business trust transacts business in the Commonwealth without a
certificate of registration, each trustee, officer or employee of the business
trust who does any such business in the Commonwealth knowing that a certificate
of authority is required and has not been obtained shall be liable for a civil
penalty of not less than $500 and not more than $5,000, which may be imposed by
the Commission or by any court in the Commonwealth before which an action
against the business trust may lie, after the business trust and the individual
have been given notice and an opportunity to be heard. Civil penalties paid
pursuant to this chapter shall be deposited to the credit of the Literary Fund.

E. Suits, actions, and proceedings may be initiated against a foreign business
trust that transacts business in the Commonwealth without a certificate of
registration by serving process on any trustee, officer, or agent of the
business trust doing such business, or, if none can be found, on the clerk of
the Commission or on the business trust in any other manner permitted by law. If
any foreign business trust transacts business in the Commonwealth without a
certificate of registration, it shall by transacting such business be deemed to
have thereby appointed the clerk of the Commission its agent for service of
process. Service upon the clerk shall be made in accordance with &#xA7;
12.1-19.1.

HISTORY: 2002, c. 621; 2008, c. 523; 2013, c. 25.