Code of Virginia
Chapter 14 - Virginia Business Trust Act
§ 13.1-1249. Transactions not constituting doing business

A. The following activities of a foreign business trust, among others, do not constitute transacting business within the meaning of this article:
1. Maintaining, defending, or settling any proceeding;
2. Holding meetings of its beneficial owners or carrying on any other activities concerning its internal affairs;
3. Maintaining bank accounts;
4. Maintaining offices or agencies for the transfer, exchange and registration of the foreign business trust's securities or maintaining trustees or depositaries with respect to those securities;
5. Selling through independent contractors;
6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this Commonwealth before they become contracts;
7. Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;
8. Securing or collecting debts or enforcing deeds of trust and security interests in property securing the debts;
9. Owning, without more, real or personal property;
10. Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;
11. For a period of less than 90 consecutive days, producing, directing, filming, crewing or acting in motion picture feature films, television series or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing and distribution; or
12. Serving, without more, as a general partner of, or as a partner in a partnership that is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth.
B. The term "transacting business" as used in this section shall have no effect on personal jurisdiction under § 8.01-328.1.
C. The list of activities in subsection A is not exhaustive. This section does not apply in determining the contacts or activities that may subject a foreign business trust to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.
2002, c. 621; 2013, c. 25.

Structure Code of Virginia

Code of Virginia

Title 13.1 - Corporations

Chapter 14 - Virginia Business Trust Act

§ 13.1-1200. Short title

§ 13.1-1201. Definitions

§ 13.1-1202. Filing requirements

§ 13.1-1203. Issuance of certificate by Commission; recordation of documents

§ 13.1-1204. Fees for filing documents and issuing certificates

§ 13.1-1205. Unlawful to sign false documents; penalty

§ 13.1-1206. Unlawful to transact or offer to transact business as a business trust; penalty

§ 13.1-1207. Tax classification

§ 13.1-1208. Separate legal entity

§ 13.1-1209. Purposes

§ 13.1-1210. Powers

§ 13.1-1211. Formation

§ 13.1-1212. Articles of trust

§ 13.1-1213. Articles of correction

§ 13.1-1214. Name

§ 13.1-1215. Reserved name

§ 13.1-1216. Amendment of articles of trust

§ 13.1-1217. Restatement of articles of trust

§ 13.1-1218. Existence

§ 13.1-1219. Governing instrument

§ 13.1-1220. Registered office and registered agent

§ 13.1-1221. Change of registered office or registered agent

§ 13.1-1222. Resignation of registered agent

§ 13.1-1223. Service on business trust

§ 13.1-1224. Beneficial owners

§ 13.1-1225. Limited liability

§ 13.1-1226. Beneficial interests

§ 13.1-1227. Distributions to beneficial owners

§ 13.1-1228. Trustee management; limitation on duties and liabilities of others

§ 13.1-1229. Trustee standards of conduct; trustee liability; restrictions on liability limitations in governing instrument

§ 13.1-1230. Indemnification

§ 13.1-1231. Capacity to sue and be sued; process; liabilities and obligations; attachment; seizure of certain assets

§ 13.1-1232. Right of action

§ 13.1-1233. Payment of and security for expenses

§ 13.1-1234. Dissolution generally

§ 13.1-1235. Judicial dissolution

§ 13.1-1236. Winding up

§ 13.1-1237. Distribution of assets upon dissolution

§ 13.1-1238. Articles of cancellation

§ 13.1-1238.1. Automatic cancellation of business trust existence

§ 13.1-1238.2. Involuntary cancellation of business trust existence

§ 13.1-1239. Reinstatement of a business trust that has ceased to exist

§ 13.1-1240. Dissolution of series

§ 13.1-1241. Authority to transact business required; governing law

§ 13.1-1242. Application for certificate of registration

§ 13.1-1243. Repealed

§ 13.1-1244. Name

§ 13.1-1245. Amendments; amended applications for registration

§ 13.1-1246. Voluntary cancellation of certificate of registration

§ 13.1-1246.1. Automatic cancellation of registration

§ 13.1-1246.2. Involuntary cancellation of registration

§ 13.1-1246.3. Reinstatement of a certificate of registration that has been canceled

§ 13.1-1247. Transaction of business without registration; civil penalty

§ 13.1-1248. Actions by Attorney General

§ 13.1-1249. Transactions not constituting doing business

§ 13.1-1250. Merger of foreign business trust registered to transact business in Commonwealth

§ 13.1-1250.1. Entity conversion of foreign business trust registered to transact business in Commonwealth

§ 13.1-1251. Annual registration fees to be assessed and collected by Commission; application of payment

§ 13.1-1252. Assessment of annual registration fees; annual registration fee to be paid by domestic and foreign business trusts

§ 13.1-1253. Repealed

§ 13.1-1254. Penalty for failure to timely pay annual registration fees or file statement of change

§ 13.1-1255. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds

§ 13.1-1256. Collection by suit and of unpaid bills

§ 13.1-1257. Authorization for merger

§ 13.1-1258. Approval

§ 13.1-1259. Exchange of securities; termination or amendment of merger

§ 13.1-1260. Repealed

§ 13.1-1261. Articles of merger

§ 13.1-1262. Governing instrument

§ 13.1-1263. Effect of merger

§ 13.1-1263.1. Abandonment of merger

§ 13.1-1264. Definitions

§ 13.1-1265. Domestication

§ 13.1-1266. Plan of domestication

§ 13.1-1267. Action on plan of domestication by a domestic business trust

§ 13.1-1268. Articles of domestication

§ 13.1-1269. Surrender of articles of trust upon domestication

§ 13.1-1270. Effect of domestication

§ 13.1-1271. Abandonment of domestication

§ 13.1-1272. Entity conversion

§ 13.1-1273. Plan of entity conversion

§ 13.1-1274. Action on plan of entity conversion

§ 13.1-1275. Articles of entity conversion

§ 13.1-1276. Effect of entity conversion

§ 13.1-1277. Abandonment of entity conversion

§ 13.1-1278. Trust records

§ 13.1-1279. Inspection of records by beneficial owners

§ 13.1-1280. Scope of inspection right

§ 13.1-1281. Court-ordered inspection

§ 13.1-1282. Construction and application of chapter and governing instrument

§ 13.1-1283. Reservation of power to amend or repeal

§ 13.1-1284. Application to existing real estate investment trusts and foreign business trusts

§ 13.1-1285. Property title records