A. A foreign corporation may register its corporate name, or its corporate name with any addition required by § 13.1-762, if the name is distinguishable upon the records of the Commission.
B. A foreign corporation registers its corporate name, or its corporate name with any addition required by § 13.1-762, by filing with the Commission (i) an application setting forth its corporate name, or its corporate name with any addition required by § 13.1-762, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (ii) a certificate setting forth that such corporation is in good standing, or a document of similar import, from the state or country of incorporation, executed by the official who has custody of the records pertaining to corporations.
C. Except as provided in subsection F, registration is effective for one year after the date an application is filed.
D. If the Commission finds that the corporate name applied for is available, it shall register the name for the applicant's exclusive use.
E. A foreign corporation whose registration is effective may renew it for the succeeding year by filing with the Commission, during the 60-day period preceding the date of expiration of the registration, a renewal application that complies with the requirements of subsection B. The renewal application is effective when filed in accordance with this section and, except as provided in subsection F, renews the registration for one year after the date the registration would have expired if such subsequent renewal of the registration had not occurred.
F. A foreign corporation whose registration is effective may thereafter obtain a certificate of authority to transact business in the Commonwealth under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in the Commonwealth. The registration terminates when the domestic corporation is incorporated or the foreign corporation obtains a certificate of authority to transact business in the Commonwealth or consents to the authorization of another foreign corporation to transact business in the Commonwealth under the registered name.
G. A foreign corporation that has in effect a registration of its corporate name may release such name by filing a notice of release of a registered name with the Commission.
Code 1950, § 13.1-8; 1956, c. 428; 1981, c. 522; 1984, c. 771; 1985, c. 522; 1995, c. 114; 2005, c. 765; 2019, c. 734.
Structure Code of Virginia
Chapter 9 - Virginia Stock Corporation Act
§ 13.1-602. Reservation of power to amend or repeal
§ 13.1-604. Filing requirements
§ 13.1-604.1. Filings with the Commission pursuant to reorganization
§ 13.1-605. Issuance of certificate by Commission; recordation of documents
§ 13.1-606. Effective time and date of document
§ 13.1-607. Correcting filed articles
§ 13.1-608. Evidentiary effect of copy of filed document
§ 13.1-609. Certificate of good standing
§ 13.1-610. Notices and other communications
§ 13.1-611. Number of shareholders
§ 13.1-612. Penalty for signing false document
§ 13.1-613. Unlawful to transact or offer to transact business as a corporation unless authorized
§ 13.1-614. Hearing and finality of Commission action; injunctions
§ 13.1-614.2. Defective corporate actions
§ 13.1-614.3. Ratification of defective corporate actions
§ 13.1-614.4. Action of ratification
§ 13.1-614.6. Effect of ratification
§ 13.1-614.8. Commission proceedings regarding validity of corporate actions
§ 13.1-615.1. Charter and entrance fees for corporations
§ 13.1-616. Fees for filing documents or issuing certificates
§ 13.1-619. Articles of incorporation
§ 13.1-620. Special kinds of business
§ 13.1-621. Issuance of certificate of incorporation
§ 13.1-622. Liability for preincorporation transactions
§ 13.1-623. Organization of corporation
§ 13.1-629. Lack of power to act
§ 13.1-634. Registered office and registered agent
§ 13.1-635. Change of registered office or registered agent
§ 13.1-636. Resignation of registered agent
§ 13.1-637. Service on corporation
§ 13.1-639. Terms of class or series determined by board of directors
§ 13.1-640. Issued and outstanding shares
§ 13.1-642. Subscription for shares before incorporation
§ 13.1-643. Issuance of shares
§ 13.1-644. Liability of shareholders and others
§ 13.1-646. Share rights, options, warrants, and other awards
§ 13.1-647. Form and content of certificates evidencing shares
§ 13.1-648. Shares without certificates
§ 13.1-649. Restriction on transfer of shares and other securities
§ 13.1-651. Shareholders' preemptive rights
§ 13.1-652. Corporation's acquisition of its own shares
§ 13.1-653. Distributions to shareholders
§ 13.1-656. Court-ordered meeting
§ 13.1-657. Action without meeting
§ 13.1-660. Record date for meeting
§ 13.1-660.1. Conduct of the meeting
§ 13.1-660.2. Remote participation in shareholders' meetings
§ 13.1-661. Shareholders' list for meeting
§ 13.1-662. Voting entitlement of shares
§ 13.1-664. Shares held by intermediaries and nominees
§ 13.1-664.1. Inspectors of election
§ 13.1-665. Corporation's acceptance of votes
§ 13.1-666. Quorum and voting requirements for voting groups
§ 13.1-667. Action by single and multiple voting groups
§ 13.1-668. Modifying quorum or voting requirements
§ 13.1-669. Voting for directors; cumulative voting
§ 13.1-671.1. Shareholder agreements
§ 13.1-672.1. Standing; condition precedent; stay of proceedings
§ 13.1-672.2. Discontinuance or settlement
§ 13.1-672.3. Foreign corporations
§ 13.1-672.5. Payment of and security for expenses
§ 13.1-672.6. Shareholder action to appoint a custodian or receiver for a public corporation
§ 13.1-672.7. Shareholder defined
§ 13.1-673. Requirement for and duties of board of directors
§ 13.1-674. Qualifications for directors or for nominees for director
§ 13.1-675. Number and election of directors
§ 13.1-676. Election of directors by certain classes or series of shares
§ 13.1-677. Terms of directors generally
§ 13.1-678. Staggered terms for directors
§ 13.1-679. Resignation of directors
§ 13.1-680. Removal of directors by shareholders
§ 13.1-681.1. Removal of directors by judicial proceeding
§ 13.1-682. Vacancy on board of directors
§ 13.1-683. Compensation of directors
§ 13.1-684. Meetings of the board of directors
§ 13.1-685. Action without meeting of board of directors
§ 13.1-686. Notice of board of directors' meetings
§ 13.1-687. Waiver of notice by director
§ 13.1-688. Quorum and voting by directors
§ 13.1-690. General standards of conduct for director
§ 13.1-690.1. Director of open-end management investment company deemed disinterested
§ 13.1-691. Director conflict of interests
§ 13.1-691.1. Business opportunities
§ 13.1-692. Liability for unlawful distributions
§ 13.1-692.1. Limitation on liability of officers and directors; exception
§ 13.1-694. Duties of officers
§ 13.1-695. Resignation and removal of officers
§ 13.1-697. Authority to indemnify
§ 13.1-698. Mandatory indemnification
§ 13.1-699. Advance for expenses
§ 13.1-700.1. Court orders for advance, reimbursement, or indemnification
§ 13.1-701. Determination and authorization of indemnification
§ 13.1-702. Advance for expenses and indemnification for officers
§ 13.1-704. Application of article
§ 13.1-705. Authority to amend articles of incorporation
§ 13.1-706. Amendment of articles of incorporation by the board of directors
§ 13.1-707. Amendment of articles of incorporation by the board of directors and shareholders
§ 13.1-708. Voting on amendments by voting groups
§ 13.1-709. Amendment of articles of incorporation by incorporators
§ 13.1-710. Articles of amendment
§ 13.1-711. Restated articles of incorporation
§ 13.1-712.1. Abandonment of amendment or restatement of articles of incorporation
§ 13.1-713. Effect of amendment of articles of incorporation
§ 13.1-714. Amendment of bylaws by board of directors or shareholders
§ 13.1-715. Bylaw provisions increasing quorum or voting requirements for the board of directors
§ 13.1-718. Action on a plan of merger or share exchange
§ 13.1-719. Merger between parent and subsidiary or between subsidiaries
§ 13.1-719.1. Formation of a holding company
§ 13.1-720. Articles of merger or share exchange
§ 13.1-721. Effect of merger or share exchange
§ 13.1-721.1. Abandonment of a merger or share exchange
§ 13.1-722.3. Action on a plan of domestication of a domestic corporation
§ 13.1-722.5. Articles of domestication; effectiveness
§ 13.1-722.6. Amendment of plan of domestication; abandonment
§ 13.1-722.7:1. Effect of domestication
§ 13.1-722.10. Plan of conversion
§ 13.1-722.11. Action on plan of conversion
§ 13.1-722.12. Articles of conversion; effectiveness
§ 13.1-722.12:1. Amendment of plan of conversion; abandonment
§ 13.1-722.13. Effect of conversion
§ 13.1-723. Disposition of assets not requiring shareholder approval
§ 13.1-724. Shareholder approval of certain dispositions
§ 13.1-725.1. Affiliated transactions
§ 13.1-726. Voting requirements for affiliated transactions
§ 13.1-726.1. Determination by disinterested directors
§ 13.1-728.4. Control share acquisition statement
§ 13.1-728.5. Meeting of shareholders
§ 13.1-728.6. Notice to shareholders
§ 13.1-728.8. Appraisal rights
§ 13.1-730. Right to appraisal
§ 13.1-731. Assertion of rights by nominees and beneficial owners
§ 13.1-732. Notice of appraisal rights
§ 13.1-733. Notice of intent to demand payment
§ 13.1-734. Appraisal notice and form
§ 13.1-735.1. Perfection of rights; right to withdraw
§ 13.1-738. After-acquired shares
§ 13.1-739. Procedure if shareholder dissatisfied with payment or offer
§ 13.1-741. Court costs and counsel fees
§ 13.1-741.1. Limitations on other remedies for fundamental transactions
§ 13.1-742. Dissolution by directors and shareholders
§ 13.1-743. Articles of dissolution
§ 13.1-744. Revocation of dissolution
§ 13.1-745. Effect of dissolution
§ 13.1-746. Known claims against dissolved corporation
§ 13.1-746.1. Other claims against dissolved corporation
§ 13.1-746.2. Court proceedings
§ 13.1-747. Grounds for judicial dissolution
§ 13.1-748. Receivership or custodianship
§ 13.1-749. Decree of dissolution
§ 13.1-749.1. Election to purchase in lieu of dissolution
§ 13.1-750. Articles of termination of corporate existence
§ 13.1-751. Termination of corporate existence by incorporators or initial directors
§ 13.1-752. Automatic termination of corporate existence
§ 13.1-753. Involuntary termination of corporate existence
§ 13.1-754. Reinstatement of a corporation that has ceased to exist
§ 13.1-755. Survival of remedy after termination of corporate existence
§ 13.1-757. Authority to transact business required
§ 13.1-758. Consequences of transacting business without authority
§ 13.1-759. Application for certificate of authority
§ 13.1-760. Amended certificate of authority
§ 13.1-761. Effect of certificate of authority
§ 13.1-762. Corporate name of foreign corporation
§ 13.1-763. Registered office and registered agent of foreign corporation
§ 13.1-764. Change of registered office or registered agent of a foreign corporation
§ 13.1-765. Resignation of registered agent of foreign corporation
§ 13.1-766. Service of process on foreign corporation
§ 13.1-766.1. Merger of foreign corporation authorized to transact business in Commonwealth
§ 13.1-766.2. Conversion of foreign corporation authorized to transact business in Commonwealth
§ 13.1-767. Withdrawal of foreign corporation
§ 13.1-768. Automatic revocation of certificate of authority
§ 13.1-769. Involuntary revocation of certificate of authority
§ 13.1-771. Inspection of records by shareholders
§ 13.1-772. Scope of inspection right
§ 13.1-773. Court-ordered inspection
§ 13.1-773.1. Inspection of records by directors
§ 13.1-774. Financial statements for shareholders
§ 13.1-775. Annual report of domestic and foreign corporations
§ 13.1-775.2. Collection of unpaid bills for registration fees
§ 13.1-777. Institution of proceeding to determine shareholders
§ 13.1-778. Application to existing corporations
§ 13.1-781. Property title records
§ 13.1-783. Application and effect of article
§ 13.1-784. Formation of benefit corporations
§ 13.1-785. Election of status after formation
§ 13.1-786. Termination of status
§ 13.1-787. Corporate purposes
§ 13.1-788. Standard of conduct for directors
§ 13.1-789. Limitation upon liability of officers