                                 CODE OF VIRGINIA

CONSEQUENCES OF TRANSACTING BUSINESS WITHOUT AUTHORITY (§ 13.1-920)

A. A foreign corporation transacting business in the Commonwealth without a
certificate of authority may not maintain a proceeding in any court in the
Commonwealth until it obtains a certificate of authority.

B. Notwithstanding subsections A and C, the failure of a foreign corporation to
obtain a certificate of authority does not impair the validity of its corporate
acts or prevent it from defending any proceeding in the Commonwealth.

C. The successor to a foreign corporation that transacted business in the
Commonwealth without a certificate of authority and the assignee of a cause of
action arising out of that business may not maintain a proceeding based on that
cause of action in any court in the Commonwealth until the foreign corporation
or its successor obtains a certificate of authority.
			A court may stay a proceeding commenced by a foreign corporation, its
successor, or assignee until it determines whether the foreign corporation or
its successor requires a certificate of authority. If it so determines, the
court shall further stay the proceeding until the foreign corporation or its
successor obtains the certificate.

D. If a foreign corporation transacts business in the Commonwealth without a
certificate of authority, each officer, director, and employee who does any of
such business in the Commonwealth knowing that a certificate of authority is
required shall be liable for a penalty of not less than $500 and not more than
$5,000. Any such penalty may be imposed by the Commission or by any court in the
Commonwealth before which an action against the corporation may lie, after the
corporation and the individual have been given notice and an opportunity to be
heard.

E. Suits, actions and proceedings may be begun against a foreign corporation
that transacts business in the Commonwealth without a certificate of authority
by serving process on any director, officer or agent of the corporation doing
such business, or, if none can be found, on the clerk of the Commission or on
the corporation in any other manner permitted by law. If any foreign corporation
transacts business in the Commonwealth without a certificate of authority, it
shall by transacting such business be deemed to have thereby appointed the clerk
of the Commission its attorney for service of process. Service upon the clerk
shall be made in accordance with &#xA7; 12.1-19.1.

HISTORY: Code 1950, §§ 13-218, 13.1-281; 1956, c. 428; 1981, c. 320; 1985, c.
522; 1986, c. 571; 1990, c. 325; 1991, c. 672; 2007, c. 925.