                                 CODE OF VIRGINIA

AUTHORITY TO TRANSACT BUSINESS REQUIRED (§ 13.1-919)

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, or settling any proceeding;

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

   3. Maintaining bank accounts;

   4. Selling through independent contractors;

   5. Soliciting or obtaining orders, whether by mail or through employees or
   agents or otherwise, if the orders require acceptance outside the Commonwealth
   before they become contracts;

   6. Creating or acquiring indebtedness, deeds of trust, and security interests
   in real or personal property;

   7. Securing or collecting debts or enforcing deeds of trust and security
   interests in property securing the debts;

   8. Owning, without more, real or personal property;

   9. Conducting an isolated transaction that is completed within 30 days and
   that is not one in the course of repeated transactions of a like nature;

   10. 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 which are sent outside of the
   Commonwealth for processing, editing, marketing and distribution; or

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

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

HISTORY: Code 1950, §§ 13.1-265 to 13.1-265.2; 1956, c. 428; 1962, c. 239;
1980, c. 630; 1985, c. 522; 2007, c. 925.