Authority to transact business required; governing law
Va. Code Ann. § 13.1-1051
in effectA. 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. Except as provided in §§ 13.1-1099.8 and 13.1-1099.10 , 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 ; 2019, c. 636 .
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://law.lis.virginia.gov/vacode/13.1-1051/Fetched: 10/16/2026