                                 CODE OF VIRGINIA

AUTOMATIC REVOCATION OF CERTIFICATE OF AUTHORITY (§ 13.1-768)

A. If any foreign corporation fails to file its annual report or pay its annual
registration fee in a timely manner as required by this chapter, the Commission
shall mail to each such corporation a notice of the impending revocation of its
certificate of authority to transact business in the Commonwealth. Whether or
not such notice is mailed, if any foreign corporation fails to file its annual
report or pay its annual registration fee on or before the last day of the
fourth month immediately following its annual report or annual registration fee
due date each year, such foreign corporation shall automatically cease to be
authorized to transact business in the Commonwealth and its certificate of
authority shall be automatically revoked as of that day.

B. Every foreign corporation authorized to transact business in the Commonwealth
shall pay the annual registration fee required by law on or before the foreign
corporation&#8217;s annual registration fee due date determined in accordance
with subsection A of &#xA7; 13.1-775.1 of each year.

C. If any foreign corporation whose registered agent has filed with the
Commission a statement of resignation pursuant to &#xA7; 13.1-765 fails to file
a statement of change pursuant to &#xA7; 13.1-764 within 31 days after the date
on which the statement of resignation was filed, the Commission shall mail
notice to the foreign corporation of the impending revocation of its certificate
of authority. If the foreign corporation fails to file the statement of change
before the last day of the second month immediately following the month in which
the impending revocation notice was mailed, the corporation shall automatically
cease to be authorized to transact business in the Commonwealth and its
certificate of authority shall be automatically revoked as of that day.

D. The automatic revocation of a foreign corporation&#8217;s certificate of
authority pursuant to this section constitutes the appointment of 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 the foreign
corporation was authorized to transact business in the Commonwealth. Service of
process on the clerk of the Commission under this subsection is service on the
foreign corporation and shall be made on the clerk in accordance with &#xA7;
12.1-19.1.

E. Revocation of a foreign corporation&#8217;s certificate of authority pursuant
to this section does not terminate the authority of the registered agent of the
corporation.

HISTORY: Code 1950, § 13.1-117; 1956, c. 428; 1970, c. 4; 1980, c. 192; 1985,
cc. 522, 528; 1987, c. 2; 1988, c. 405; 1991, c. 125; 1997, c. 216; 2000, c. 52;
2005, c. 765; 2010, c. 753; 2019, c. 734.