CODE OF VIRGINIA

AUTHORITY TO TRANSACT BUSINESS REQUIRED; GOVERNING LAW (§ 13.1-1051)

A. 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.  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.

HISTORY: 1991, c. 168; 2008, c. 108.