13.1-1051 - Authority to transact business required; governing law. - Virginia Statutes

§ 13.1-1051. Authority to transact business required; governing law.

A. A foreign limited liability company may not transact business in theCommonwealth until it obtains a certificate of registration from theCommission.

B. Subject to the Constitution of the Commonwealth:

1. The laws of the state or other jurisdiction under which a foreign limitedliability company is formed govern its formation and internal affairs and theliability of its members and managers; and

2. A foreign limited liability company may not be denied a certificate ofregistration by reason of any difference between those laws and the laws ofthe Commonwealth.

However, a foreign limited liability company holding a valid certificate ofregistration to transact business in the Commonwealth shall have no greaterrights and privileges than a domestic limited liability company. Thecertificate of registration shall not be deemed to authorize the foreignlimited liability company to exercise any of its powers or purposes that adomestic limited liability company is forbidden by law to exercise in theCommonwealth.

(1991, c. 168; 2008, c. 108.)