2006 Code of Virginia § 13.1-1052 - Registration

13.1-1052. Registration.

Before transacting business in the Commonwealth, a foreign limited liabilitycompany shall register with the Commission. In order to register, a foreignlimited liability company shall deliver to the Commission an application forregistration as a foreign limited liability company on forms prescribed andfurnished by the Commission, executed by a person with authority to do sounder the laws of the state or other jurisdiction under which the foreignlimited liability company is formed, and setting forth:

1. The name of the foreign limited liability company and, if the limitedliability company is prevented by 13.1-1054 from using its own name in theCommonwealth, a designated name that satisfies the requirements of 13.1-1054;

2. The name of the state or other jurisdiction under whose law it is formed,the date of its formation, and if the limited liability company waspreviously authorized or registered to transact business in the Commonwealthas a foreign corporation, limited liability company, business trust, limitedpartnership, or registered limited liability partnership, with respect toevery such prior authorization or registration, (i) the name of the entity;(ii) the entity type; (iii) the state or other jurisdiction of incorporation,organization or formation; and (iv) the entity identification number issuedto it by the Commission;

3. The address of the proposed registered office of the foreign limitedliability company in the Commonwealth (including both (i) the post officeaddress with street and number, if any, and (ii) the name of the county orcity in which it is located) and the name of its proposed registered agent inthe Commonwealth at such address and that the registered agent is either (a)an individual who is a resident of the Commonwealth and is either (1) amember or manager of the limited liability company, (2) a member or managerof a limited liability company that is a member or manager of the limitedliability company, (3) an officer or director of a corporation that is amember or manager of the limited liability company, (4) a general partner ofa general or limited partnership that is a member or manager of the limitedliability company, (5) a trustee of a trust that is a member or manager ofthe limited liability company, or (6) a member of the Virginia State Bar, or(b) a domestic or foreign stock or nonstock corporation, limited liabilitycompany, or registered limited liability partnership authorized to transactbusiness in the Commonwealth, the business office of which is identical withthe registered office;

4. A statement that the clerk of the Commission is irrevocably appointed theagent of the foreign limited liability company for service of process if noregistered agent has been appointed under subdivision 3 or, if appointed, theregistered agent's authority has been revoked or if the registered agenteither has resigned or cannot be found or served with the exercise ofreasonable diligence;

5. The post office address, including the street and number, if any, of theforeign limited liability company's principal office;

6. A copy of the articles of organization or other constituent documentsfiled in the foreign limited liability company's state or other jurisdictionof formation authorizing it to do business in that state or otherjurisdiction, duly authenticated by the secretary of state or other officialhaving custody of the limited liability company records in the state or otherjurisdiction of its formation; and

7. A statement evidencing that the foreign limited liability company is a"foreign limited liability company" as defined in 13.1-1002.

(1991, c. 168; 1992, c. 574; 1996, c. 265; 2002, c. 608; 2004, c. 274.)

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