13.1-1052 - Application for certificate of registration.
§ 13.1-1052. Application for certificate of registration.
A. A foreign limited liability company may apply to the Commission for acertificate of registration to transact business in the Commonwealth. Theapplication shall be made on a form prescribed and furnished by theCommission. The application shall set forth:
1. The name of the foreign limited liability company and, if the limitedliability company is prevented by § 13.1-1054 from using its own name in theCommonwealth, a designated name that satisfies the requirements of §13.1-1054;
2. The name of the state or other jurisdiction under whose law it is formed,the date of its formation, and if the limited liability company waspreviously authorized or registered to transact business in the Commonwealthas a foreign corporation, limited liability company, business trust, limitedpartnership, or registered limited liability partnership, with respect toevery such prior authorization or registration, (i) the name of the entity;(ii) the entity type; (iii) the state or other jurisdiction of incorporation,organization or formation; and (iv) the entity identification number issuedto it by the Commission;
3. The address of the proposed registered office of the foreign limitedliability company in the Commonwealth (including both (i) the post officeaddress with street and number, if any, and (ii) the name of the county orcity in which it is located) and the name of its proposed registered agent inthe Commonwealth at such address and that the registered agent is either (a)an individual who is a resident of the Commonwealth and is either (1) amember or manager of the limited liability company, (2) a member or managerof a limited liability company that is a member or manager of the limitedliability company, (3) an officer or director of a corporation that is amember or manager of the limited liability company, (4) a general partner ofa general or limited partnership that is a member or manager of the limitedliability company, (5) a trustee of a trust that is a member or manager ofthe limited liability company, or (6) a member of the Virginia State Bar, or(b) a domestic or foreign stock or nonstock corporation, limited liabilitycompany, or registered limited liability partnership authorized to transactbusiness in the Commonwealth, the business office of which is identical withthe registered office;
4. A statement that the clerk of the Commission is irrevocably appointed theagent of the foreign limited liability company for service of process if theforeign limited liability company fails to maintain a registered agent in theCommonwealth as required by § 13.1-1015, the registered agent's authority hasbeen revoked, the registered agent has resigned, or the registered agentcannot be found or served with the exercise of reasonable diligence;
5. The post office address, including the street and number, if any, of theforeign limited liability company's principal office; and
6. A statement evidencing that the foreign limited liability company is a"foreign limited liability company" as defined in § 13.1-1002.
B. The foreign limited liability company shall deliver with the completedapplication a copy of its articles of organization or other constituentdocuments and all amendments and corrections thereto filed in the foreignlimited liability company's state or other jurisdiction of organization, dulyauthenticated by the Secretary of State or other official having custody ofthe limited liability company records in the state or other jurisdictionunder whose law it is organized.
C. If the Commission finds that the application complies with therequirements of law and that all required fees have been paid, it shall issuea certificate of registration to transact business in the Commonwealth.
(1991, c. 168; 1992, c. 574; 1996, c. 265; 2002, c. 608; 2004, c. 274; 2008,c. 108.)