CODE OF VIRGINIA

WITHDRAWAL OF FOREIGN CORPORATION (§ 13.1-767)

A. A foreign corporation authorized to transact business in the Commonwealth may
not withdraw from the Commonwealth until it obtains a certificate of withdrawal
from the Commission.

B. A foreign corporation authorized to transact business in the Commonwealth may
apply to the Commission for a certificate of withdrawal. The application shall
be on a form prescribed and furnished by the Commission, which shall set forth:

   1.  The name of the foreign corporation and the name of the state or other
   jurisdiction under whose law it is incorporated;

   2.  If applicable, a statement that the foreign corporation was a party to a
   merger permitted by the laws of the state or other jurisdiction under whose
   law it was incorporated and that it was not the surviving entity of the
   merger, has consolidated with another entity, or has converted to another type
   of entity under the laws of the state or other jurisdiction under whose law it
   was incorporated;

   3.  That the foreign corporation is not transacting business in the
   Commonwealth and that it surrenders its authority to transact business in the
   Commonwealth;

   4.  That the foreign corporation revokes the authority of its registered agent
   to accept service on its behalf and appoints the clerk of the Commission as
   its agent for service of process in any proceeding based on a cause of action
   arising during the time it was authorized to transact business in the
   Commonwealth;

   5.  A mailing address to which the clerk of the Commission may mail a copy of
   any process served on the clerk under subdivision 4; and

   6.  A commitment to notify the clerk of the Commission in the future of any
   change in the mailing address of the corporation.

C. The Commission shall not allow any foreign corporation to withdraw from the
Commonwealth unless such corporation files with the Commission a statement
certifying that the corporation has filed returns and has paid all state taxes
to the time of the certificate or a statement that no such returns are required
to be filed or taxes are required to be paid. In such case the corporation may
file returns and pay taxes before they would otherwise be due. If the Commission
finds that the application complies with the requirements of law and that all
required fees have been paid, it shall issue a certificate of withdrawal.

D. Before any foreign corporation authorized to transact business in the
Commonwealth terminates its corporate existence, it shall file with the
Commission an application for withdrawal. Whether or not such application is
filed, the termination of the corporate existence of such foreign corporation
shall not take away or impair any remedy available against such corporation for
any right or claim existing or any liability incurred prior to such termination.
Any such action or proceeding against such foreign corporation may be defended
by such corporation in its corporate name. The shareholders, directors and
officers shall have power to take such corporate or other action as shall be
appropriate to protect such remedy, right or claim. The right of a foreign
corporation that has terminated its corporate existence to institute and
maintain in its corporate name actions, suits or proceedings in the courts of
the Commonwealth shall be governed by the law of the state of its incorporation.

E. Service of process on the clerk of the Commission is service of process on a
foreign corporation that has withdrawn pursuant to this section. Service upon
the clerk shall be made in accordance with § 12.1-19.1 and service upon the
foreign corporation may be made in any other manner permitted by law.

HISTORY: Code 1950, §§ 13-211.1, 13.1-115 to 13.1-116, 13.1-118; 1956, c. 428;
1958, cc. 506, 564; 1975, cc. 88, 500; 1985, c. 522; 1991, c. 672; 1994, c. 291;
2005, c. 765; 2012, c. 130; 2015, c. 623.