                                 CODE OF VIRGINIA

AUTHORITY TO TRANSACT BUSINESS REQUIRED (§ 13.1-757)

A. A foreign corporation may not transact business in the Commonwealth until it
obtains a certificate of authority from the Commission.

B. The following activities, among others, do not constitute transacting
business within the meaning of subsection A:

   1. Maintaining, defending, mediating, arbitrating, or settling any proceeding;

   2. Holding meetings of the board of directors or shareholders or carrying on
   other activities concerning internal corporate affairs;

   3. Maintaining accounts in financial institutions;

   4. Maintaining offices or agencies for the transfer, exchange, and
   registration of the corporation&#8217;s own securities or maintaining trustees
   or depositories with respect to those securities;

   5. Selling through independent contractors;

   6. Soliciting or obtaining orders, by any means, if the orders require
   acceptance outside the Commonwealth before they become contracts;

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

   8. Securing or collecting debts or enforcing deeds of trust or security
   interests in property securing the debts, and holding, protecting, or
   maintaining property so acquired;

   9. Owning, protecting, and maintaining property;

   10. Conducting an isolated transaction that is completed within 30 consecutive
   days and that is not one in the course of similar transactions;

   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;

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

   13. Transacting business in interstate commerce.

C. The list of activities in subsection B is not exhaustive.

D. This section does not apply in determining the contacts or activities that
may subject a foreign corporation to service of process, taxation, or regulation
under the laws of the Commonwealth other than this chapter.

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

HISTORY: Code 1950, §§ 13.1-102 to 13.1-102.2; 1956, c. 428; 1962, c. 239;
1980, c. 630; 1985, c. 522; 1990, c. 428; 2005, c. 765; 2019, c. 734.