13.1-767 - Withdrawal of foreign corporation. - Virginia Statutes

§ 13.1-767. Withdrawal of foreign corporation.

A. A foreign corporation authorized to transact business in the Commonwealthmay not withdraw from the Commonwealth until it obtains a certificate ofwithdrawal from the Commission.

B. A foreign corporation authorized to transact business in the Commonwealthmay apply to the Commission for a certificate of withdrawal. The applicationshall be on forms prescribed and furnished by the Commission and shall setforth:

1. The name of the foreign corporation and the name of the state or countryunder whose law it is incorporated;

2. That the foreign corporation is not transacting business in theCommonwealth and that it surrenders its authority to transact business in theCommonwealth;

3. That the foreign corporation revokes the authority of its registered agentto accept service on its behalf and appoints the clerk of the Commission asits agent for service of process in any proceeding based on a cause of actionarising during the time it was authorized to transact business in theCommonwealth;

4. A mailing address to which the clerk of the Commission may mail a copy ofany process served on the clerk under subdivision 3 of this subsection; and

5. A commitment to notify the clerk of the Commission in the future of anychange in the mailing address of the corporation.

C. The Commission shall not allow any foreign corporation to withdraw fromthe Commonwealth unless such corporation files with the Commission astatement certifying that the corporation has filed returns and has paid allstate taxes to the time of the certificate. In such case the corporation mayfile returns and pay taxes before they would otherwise be due. If theCommission finds that the application complies with the requirements of lawand that all required fees have been paid, it shall issue a certificate ofwithdrawal.

D. Before any foreign corporation authorized to transact business in theCommonwealth terminates its corporate existence, it shall file with theCommission an application for withdrawal. Whether or not such application isfiled, the termination of the corporate existence of such foreign corporationshall not take away or impair any remedy available against such corporationfor any right or claim existing or any liability incurred prior to suchtermination. Any such action or proceeding against such foreign corporationmay be defended by such corporation in its corporate name. The shareholders,directors and officers shall have power to take such corporate or otheraction as shall be appropriate to protect such remedy, right or claim. Theright of a foreign corporation that has terminated its corporate existence toinstitute and maintain in its corporate name actions, suits or proceedings inthe courts of the Commonwealth shall be governed by the law of the state ofits incorporation.

E. Service of process on the clerk of the Commission is service of process ona foreign corporation that has withdrawn pursuant to this section. Serviceupon the clerk shall be made in accordance with § 12.1-19.1 and service uponthe foreign corporation may be made in any other manner permitted by law.

(Code 1950, §§ 13-211.1, 13.1-115 to 13.1-116, 13.1-118; 1956, c. 428; 1958,cc. 506, 564; 1975, cc. 88, 500; 1985, c. 522; 1991, c. 672; 1994, c. 291;2005, c. 765.)