2006 Code of Virginia § 13.1-757 - Authority to transact business required

13.1-757. Authority to transact business required.

A. A foreign corporation may not transact business in the Commonwealth untilit obtains a certificate of authority from the Commission.

B. The following activities, among others, do not constitute transactingbusiness within the meaning of subsection A:

1. Maintaining, defending, or settling any proceeding;

2. Holding meetings of the board of directors or shareholders or carrying onother activities concerning internal corporate affairs;

3. Maintaining bank accounts;

4. Maintaining offices or agencies for the transfer, exchange, andregistration of the corporation's own securities or maintaining trustees ordepositories with respect to those securities;

5. Selling through independent contractors;

6. Soliciting or obtaining orders, whether by mail or through employees oragents or otherwise, if the orders require acceptance outside thisCommonwealth before they become contracts;

7. Creating or acquiring indebtedness, deeds of trust, and security interestsin real or personal property;

8. Securing or collecting debts or enforcing deeds of trust and securityinterests in property securing the debts;

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

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

11. For a period of less than 90 consecutive days, producing, directing,filming, crewing or acting in motion picture feature films, television seriesor commercials, or promotional films which are sent outside of theCommonwealth for processing, editing, marketing and distribution. The term"transacting business" as used in this subsection shall have no effect onpersonal jurisdiction under 8.01-328.1; or

12. Serving, without more, as a general partner of, or as a partner in apartnership which is a general partner of, a domestic or foreign limitedpartnership that does not otherwise transact business in the Commonwealth.

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

(Code 1950, 13.1-102 to 13.1-102.2; 1956, c. 428; 1962, c. 239; 1980, c.630; 1985, c. 522; 1990, c. 428; 2005, c. 765.)


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