13.1-768 - Automatic revocation of certificate of authority. - Virginia Statutes

§ 13.1-768. Automatic revocation of certificate of authority.

A. If any foreign corporation fails to file its annual report or pay itsannual registration fee in a timely manner as required by this chapter, theCommission shall mail to each such corporation a notice of the impendingrevocation of its certificate of authority to transact business in theCommonwealth. Whether or not such notice is mailed, if any foreigncorporation fails to file its annual report or pay its annual registrationfee on or before the last day of the fourth month immediately following itsannual report or annual registration fee due date each year, such foreigncorporation shall automatically cease to be authorized to transact businessin the Commonwealth and its certificate of authority shall be automaticallyrevoked as of that day.

B. Every foreign corporation authorized to transact business in theCommonwealth shall pay the annual registration fee required by law on orbefore the foreign corporation's annual registration fee due date determinedin accordance with subsection A of § 13.1-775.1 of each year.

C. If any foreign corporation whose registered agent has filed with theCommission a statement of resignation pursuant to § 13.1-765 fails to file astatement of change pursuant to § 13.1-764 within 31 days after the date onwhich the statement of resignation was filed, the Commission shall mailnotice to the foreign corporation of the impending revocation of itscertificate of authority. If the foreign corporation fails to file thestatement of change before the last day of the second month immediatelyfollowing the month in which the impending revocation notice was mailed, thecorporation shall automatically cease to be authorized to transact businessin the Commonwealth and its certificate of authority shall be automaticallyrevoked as of that day.

D. The automatic revocation of a foreign corporation's certificate ofauthority pursuant to this section constitutes the appointment of the clerkof the Commission as the foreign corporation's agent for service of processin any proceeding based on a cause of action arising during the time theforeign corporation was authorized to transact business in the Commonwealth.Service of process on the clerk of the Commission under this subsection isservice on the foreign corporation and shall be made on the clerk inaccordance with § 12.1-19.1.

E. Revocation of a foreign corporation's certificate of authority pursuant tothis section does not terminate the authority of the registered agent of thecorporation.

(Code 1950, § 13.1-117; 1956, c. 428; 1970, c. 4; 1980, c. 192; 1985, cc.522, 528; 1987, c. 2; 1988, c. 405; 1991, c. 125; 1997, c. 216; 2000, c. 52;2005, c. 765; 2010, c. 753.)