                                 CODE OF VIRGINIA

INVOLUNTARY REVOCATION OF CERTIFICATE OF AUTHORITY (§ 13.1-769)

A. The certificate of authority to transact business in the Commonwealth of any
foreign corporation may be revoked by order of the Commission when it finds that
such foreign corporation:

   1. Has continued to exceed the authority conferred upon it by law;

   2. Has failed to maintain a registered office or a registered agent in the
   Commonwealth as required by law;

   3. Has failed to file any document required by this chapter to be filed with
   the Commission;

   4. No longer exists under the laws of the jurisdiction of its formation; or

   5. Has been convicted for a violation of 8 U.S.C. &#xA7; 1324a(f), as amended,
   for actions of its officers and directors constituting a pattern or practice
   of employing unauthorized aliens in the Commonwealth.
   				A certificate of authority revoked pursuant to subdivision A 5 shall not
   be eligible for reinstatement for a period of not less than one year.

B. A foreign corporation convicted of the offense listed in subdivision A 5
shall immediately report such conviction to the Commission and file with the
Commission an authenticated copy of the judgment or record of conviction.

C. Before entering an order revoking the certificate of authority of a foreign
corporation under subsection A, the Commission shall issue a rule against the
foreign corporation giving it an opportunity to be heard and show cause why such
an order should not be entered. The Commission may issue the rule on its own
motion or on motion of the Attorney General.

D. The authority of a foreign corporation to transact business in the
Commonwealth ceases on the date shown on the order revoking its certificate of
authority.

E. The Commission&#8217;s revocation of a foreign corporation&#8217;s
certificate of authority appoints the clerk of the Commission as an agent of the
foreign corporation for service of process 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.

F. Revocation of a foreign corporation&#8217;s certificate of authority does not
terminate the authority of the registered agent of the corporation.

HISTORY: 1985, c. 522; 1991, c. 672; 1995, c. 76; 2005, c. 765; 2008, cc. 588,
770; 2015, c. 623; 2019, c. 734.