13.1-1059 - Transactions not constituting doing business. - Virginia Statutes

§ 13.1-1059. Transactions not constituting doing business.

A. The following activities of a foreign limited liability company, amongothers, do not constitute transacting business within the meaning of thisarticle:

1. Maintaining, defending, or settling any proceeding;

2. Holding meetings of its members or carrying on any other activitiesconcerning its internal affairs;

3. Maintaining bank accounts;

4. Maintaining offices or agencies for the transfer, exchange andregistration of the foreign limited liability company's securities ormaintaining trustees or depositaries 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 that are sent outside of theCommonwealth for processing, editing, marketing and distribution; or

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

B. The term "transacting business" as used in this section shall have noeffect on personal jurisdiction under § 8.01-328.1.

C. The list of activities in subsection A of this section is not exhaustive.This section does not apply in determining the contracts or activities thatmay subject a foreign limited liability company to service of process ortaxation in this Commonwealth or to regulation under any other law of thisCommonwealth.

(1991, c. 168; 1996, c. 265; 2004, c. 601.)