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2008 SESSION
Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-1057, 13.1-1247, and 50-73.59 of the Code of Virginia are amended and reenacted as follows:
§ 13.1-1057. Transaction of business without registration.
A. A foreign limited liability company transacting business in
this the Commonwealth may not maintain any action, suit, or
proceeding in any court of this the Commonwealth until it has
registered in this the Commonwealth.
B. The successor to a foreign limited liability company that transacted business in the Commonwealth without registering in the Commonwealth 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 limited liability company or its successor has registered in the Commonwealth.
C. The failure of a foreign limited liability company
to register in this the Commonwealth does not impair the validity
of any contract or act of the foreign limited liability company or prevent the
foreign limited liability company from defending any action, suit, or
proceeding in any court of this the Commonwealth.
C D. If a foreign limited liability company
transacts business in this the Commonwealth without a certificate
of registration, each member, manager or employee of the limited liability
company who does any of such business in this the Commonwealth
knowing that a certificate of registration is required and has not been
obtained shall be liable for a penalty of not less than $500 and not more than
$5,000 to be imposed by the Commission, after the limited liability company and
the individual have been given notice and an opportunity to be heard.
D E. A foreign limited liability company, by
transacting business in this the Commonwealth without
registration, appoints the clerk of the Commission as its agent for service of
process with respect to causes of action arising out of the transaction of
business in this the Commonwealth.
§ 13.1-1247. Transaction of business without registration; civil penalty.
A. A foreign business trust transacting business in this
the Commonwealth shall not maintain any action, suit, or proceeding in
any court of this the Commonwealth until it has registered in this
the Commonwealth.
B. The successor to a foreign business trust that transacted business in the Commonwealth without registering in the Commonwealth 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 business trust or its successor has registered in the Commonwealth.
C. The failure of a foreign business trust to register
in this the Commonwealth shall not impair the validity of any
contract or act of the foreign business trust or prevent the foreign business
trust from defending any action, suit, or proceeding in any court of this
the Commonwealth.
C D. If a foreign business trust transacts
business in this the Commonwealth without a certificate of
registration, each trustee, officer or employee of the business trust who does
any such business in this the Commonwealth knowing that a
certificate of authority is required and has not been obtained shall be liable
for a civil penalty of not less than $500 and not more than $5,000, which may
be imposed by the Commission or by any court in the Commonwealth before which
an action against the business trust may lie, after the business trust and the
individual have been given notice and an opportunity to be heard. Civil
penalties paid pursuant to this chapter shall be deposited to the credit of the
Literary Fund.
D E. A foreign business trust, by transacting
business in this the Commonwealth without registration, appoints
the clerk of the Commission as its agent for service of process with respect to
causes of action arising out of the transaction of business in this the
Commonwealth.
§ 50-73.59. Transaction of business without registration.
A. A foreign limited partnership transacting business in this
the Commonwealth may not maintain any action, suit, or proceeding in any
court of this the Commonwealth until it has registered in this
the Commonwealth.
B. The successor to a foreign limited partnership that transacted business in the Commonwealth without registering in the Commonwealth 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 limited partnership or its successor has registered in the Commonwealth.
C. The failure of a foreign limited partnership to
register in this the Commonwealth does not impair the validity of
any contract or act of the foreign limited partnership or prevent the foreign
limited partnership from defending any action, suit, or proceeding in any court
of this the Commonwealth.
C D. A limited partner of a foreign limited
partnership is not liable as a general partner of a foreign limited partnership
solely by reason of having transacted business in this the
Commonwealth without registration.
D E. A foreign limited partnership, by
transacting business in this the Commonwealth without
registration, appoints the Clerk of the Commission as its agent for service of
process with respect to causes of action arising out of the transaction of
business in this the Commonwealth.