13.1-1057 - Transaction of business without registration. - Virginia Statutes

§ 13.1-1057. Transaction of business without registration.

A. A foreign limited liability company transacting business in theCommonwealth may not maintain any action, suit, or proceeding in any court ofthe Commonwealth until it has registered in the Commonwealth.

B. The successor to a foreign limited liability company that transactedbusiness in the Commonwealth without registering in the Commonwealth and theassignee of a cause of action arising out of that business may not maintain aproceeding based on that cause of action in any court in the Commonwealthuntil the foreign limited liability company or its successor has registeredin the Commonwealth.

C. The failure of a foreign limited liability company to register in theCommonwealth does not impair the validity of any contract or act of theforeign limited liability company or prevent the foreign limited liabilitycompany from defending any action, suit, or proceeding in any court of theCommonwealth.

D. If a foreign limited liability company transacts business in theCommonwealth without a certificate of registration, each member, manager oremployee of the limited liability company who does any of such business inthe Commonwealth knowing that a certificate of registration is required andhas not been obtained shall be liable for a penalty of not less than $500 andnot more than $5,000 to be imposed by the Commission, after the limitedliability company and the individual have been given notice and anopportunity to be heard.

E. A foreign limited liability company, by transacting business in theCommonwealth without registration, appoints the clerk of the Commission asits agent for service of process with respect to causes of action arising outof the transaction of business in the Commonwealth.

(1991, c. 168; 2006, c. 912; 2008, c. 523.)