13.1-758 - Consequences of transacting business without authority.
§ 13.1-758. Consequences of transacting business without authority.
A. A foreign corporation transacting business in the Commonwealth without acertificate of authority may not maintain a proceeding in any court in theCommonwealth until it obtains a certificate of authority.
B. The successor to a foreign corporation that transacted business in theCommonwealth without a certificate of authority and the assignee of a causeof action arising out of that business may not maintain a proceeding based onthat cause of action in any court in the Commonwealth until the foreigncorporation or its successor obtains a certificate of authority.
C. A court may stay a proceeding commenced by a foreign corporation, itssuccessor, or assignee until it determines whether the foreign corporation orits successor requires a certificate of authority. If it so determines, thecourt shall further stay the proceeding until the foreign corporation or itssuccessor obtains the certificate.
D. If a foreign corporation transacts business in the Commonwealth without acertificate of authority, each officer, director and employee who does any ofsuch business in the Commonwealth knowing that a certificate of authority isrequired shall be liable for a penalty of not less than $500 and not morethan $5,000. Any such penalty may be imposed by the Commission or by anycourt in the Commonwealth before which an action against the corporation maylie, after the corporation and the individual have been given notice and anopportunity to be heard.
E. Notwithstanding subsections A and B, the failure of a foreign corporationto obtain a certificate of authority does not impair the validity of itscorporate acts or prevent it from defending any proceeding in theCommonwealth.
F. Suits, actions and proceedings may be begun against a foreign corporationthat transacts business in the Commonwealth without a certificate ofauthority by serving process on any director, officer or agent of thecorporation doing such business, or, if none can be found, on the clerk ofthe Commission or on the corporation in any other manner permitted by law. Ifany foreign corporation transacts business in the Commonwealth without acertificate of authority, it shall by transacting such business be deemed tohave thereby appointed the clerk of the Commission its attorney for serviceof process. Service upon the clerk shall be made in accordance with §12.1-19.1.
(Code 1950, §§ 13-218, 13.1-119; 1956, c. 428; 1981, c. 320; 1985, c. 522;1986, c. 571; 1990, c. 325; 1991, c. 672; 2005, c. 765.)