2006 Code of Virginia § 13.1-920 - Consequences of transacting business without authority

13.1-920. Consequences of transacting business without authority.

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

B. Notwithstanding subsections A and C of this section, the failure of aforeign corporation to obtain a certificate of authority shall not impair thevalidity of its corporate acts or prevent it from defending any proceeding inthis Commonwealth.

C. The successor to a foreign corporation that transacted business in thisCommonwealth without a certificate of authority and the assignee of a causeof action arising out of that business may not maintain a proceeding based onthat cause of action in any court in this Commonwealth until the foreigncorporation or its successor obtains a certificate of authority.

D. A court may stay a proceeding commenced by a foreign corporation, itssuccessor, or assignee until it determines whether the foreign corporation orits successor requires a certificate of authority. If it so determines, thecourt shall further stay the proceeding until the foreign corporation or itssuccessor obtains the certificate.

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

F. Suits, actions and proceedings may be begun against a foreign corporationthat transacts business in this Commonwealth without a certificate ofauthority by serving process on any director, officer or agent of thecorporation, or, if none can be found, on the clerk of the Commission. If anyforeign corporation transacts business in this Commonwealth without acertificate of authority, it shall by transacting such business be deemed tohave thereby appointed the clerk of the Commission its attorney for serviceof process. Service shall be made on the clerk in accordance with 12.1-19.1.

(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.)