Code of Virginia (Last Updated:July 28, 2020) |
TITLE 13.1. Corporations |
CHAPTER 12. Virginia Limited Liability Company Act |
ARTICLE 10. Foreign Limited Liability Companies |
SECTION 13.1-1051. (Effective July 1, 2021) Authority to transact business required; governing law |
A. A foreign limited liability company may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission. B. Subject to the Constitution of the Commonwealth: 1. The laws of the state or other jurisdiction under which a foreign limited liability company is formed govern its formation and internal affairs and the liability of its members and managers; and 2. A foreign limited liability company may not be denied a certificate of registration by reason of any difference between those laws and the laws of the Commonwealth. However, a foreign limited liability company holding a valid certificate of registration to transact business in the Commonwealth shall have no greater rights and privileges than a domestic limited liability company. The certificate of registration shall not be deemed to authorize the foreign limited liability company to exercise any of its powers or purposes that a domestic limited liability company is forbidden by law to exercise in the Commonwealth. 1991, c. 168; 2008, c. 108 . |