                                 CODE OF VIRGINIA

WITHDRAWAL OF FOREIGN CORPORATION (§ 13.1-767)

A. A foreign corporation authorized to transact business in the Commonwealth may
withdraw its certificate of authority by applying to the Commission for a
certificate of withdrawal. The application shall be on a form prescribed and
furnished by the Commission, which shall set forth:

   1. The name of the foreign corporation and its jurisdiction of formation;

   2. If applicable, a statement that the foreign corporation was a party to a
   merger permitted by the laws of its jurisdiction of formation and that it was
   not the surviving entity of the merger, has consolidated with another entity,
   or has converted to another type of entity under the laws of its jurisdiction
   of formation;

   3. That the foreign corporation is not transacting business in the
   Commonwealth and that it surrenders its authority to transact business in the
   Commonwealth;

   4. That the foreign corporation revokes the authority of its registered agent
   to accept service on its behalf and appoints the clerk of the Commission as an
   agent for service of process upon the foreign corporation in any proceeding
   based on a cause of action arising during the time it was authorized to
   transact business in the Commonwealth;

   5. A mailing address to which the clerk of the Commission may mail a copy of
   any process served on the clerk under subdivision 4; and

   6. A commitment to notify the clerk of the Commission in the future of any
   change in the mailing address of the corporation.

B. The Commission shall not allow any foreign corporation to withdraw its
certificate of authority unless such corporation files with the Commission a
statement certifying that the corporation has filed returns and has paid all
state taxes to the time of the statement or a statement that no such returns are
required to be filed or taxes are required to be paid. In such case the
corporation may file returns and pay taxes before they would otherwise be due.
If the Commission finds that the application complies with the requirements of
law and that all required fees have been paid, it shall issue a certificate of
withdrawal.

C. Before any foreign corporation authorized to transact business in the
Commonwealth terminates its corporate existence, it shall file with the
Commission an application for withdrawal. Whether or not such application is
filed, the termination of the corporate existence of such foreign corporation
shall not take away or impair any remedy available against such corporation for
any right or claim existing or any liability incurred prior to such termination.
Any such action or proceeding against such foreign corporation may be defended
by such corporation in its corporate name. The shareholders, directors and
officers shall have power to take such corporate or other action as shall be
appropriate to protect such remedy, right or claim. The right of a foreign
corporation that has terminated its corporate existence to institute and
maintain in its corporate name actions, suits or proceedings in the courts of
the Commonwealth shall be governed by the laws of the jurisdiction of its
formation.

D. Service of process on the clerk of the Commission is service of process on a
foreign corporation that has withdrawn its certificate of authority pursuant to
this section. Service upon the clerk shall be made in accordance with &#xA7;
12.1-19.1 and service upon the foreign corporation may be made in any other
manner permitted by law.

HISTORY: Code 1950, §§ 13-211.1, 13.1-115 to 13.1-116, 13.1-118; 1956, c. 428;
1958, cc. 506, 564; 1975, cc. 88, 500; 1985, c. 522; 1991, c. 672; 1994, c. 291;
2005, c. 765; 2012, c. 130; 2015, c. 623; 2019, c. 734.