Va. Code » Title 13.1. Corporations » Chapter 12. Virginia Limited Liability Company Act » Article 10. Foreign Limited Liability Companies
Virginia Code

Va. Code Ann. § 13.1-1057 (2026)

Transaction of business without registration

✓ current as of May 2026
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A. A foreign limited liability company transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth.

B. The successor to a foreign limited liability company that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited liability company or its successor has registered in the Commonwealth.

C. The failure of a foreign limited liability company to register in the Commonwealth does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of the Commonwealth.

D. If a foreign limited liability company transacts business in the Commonwealth without a certificate of registration, each member, manager or employee of the limited liability company who does any of such business in the Commonwealth knowing that a certificate of registration is required and has not been obtained shall be liable for a penalty of not less than $500 and not more than $5,000 to be imposed by the Commission, after the limited liability company and the individual have been given notice and an opportunity to be heard.

E. Suits, actions, and proceedings may be initiated against a foreign limited liability company that transacts business in the Commonwealth without a certificate of registration by serving process on any manager, managing member, or agent of the limited liability company doing such business or, if none can be found, on the clerk of the Commission or on the limited liability company in any other manner permitted by law. If any foreign limited liability company transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its agent for service of process. Service upon the clerk shall be made in accordance with § 12.1-19.1.

1991, c. 168; 2006, c. 912; 2008, c. 523; 2013, c. 17.

Notes of Decisions
Cited in 5 cases (4 in the last 5 years), 2012–2026 · leading case: Nolte v. Mt Tech. Enter., LLC, 726 S.E.2d 339 (Va. 2012).
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Nolte v. Mt Tech. Enter., LLC, 726 S.E.2d 339 (Va. 2012). · cites it 20× “Code § 13.1-1057 The defendants assert that the "trial court erroneously allowed MT Technology Enterprises LLC to maintain this action without a certificate of authority.”
Adkins v. Fischer., 520 P.3d 277 (Haw. App. 2022). “2d at 345 (original emphasis and brackets omitted) (quoting Va. Code Ann. § 13.1-1057 (A)). The court relied on a prior case construing similar language in a statute that imposed a registration requirement on a foreign corporation.”
Ivonee Cedeno v. For Every Body, LLC (Va. Ct. App. 2024). · cites it 4× “See Code § 13.1-1057 (deeming the clerk of the SCC appointed as an “agent for service of process” for “any foreign limited liability company transact[ing] business in the Commonwealth without a certificate of registration”); Code § 12.”
Martin Monroe v. Commonwealth of Virginia (Va. Ct. App. 2026). · cites it 4× “The Court reasoned that Code § 13.1-1057 only precludes maintenance, not commencement.”
Meyers v. Mercedes-Benz USA, LLC (E.D. Va. 2024). · cites it 3× “Of relevance here, Va. Code § 13.1-1057 provides that “a foreign limited liability company transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth.”
Va. Code Ann. § 13.1-1057(A): 2 cases
Nolte v. Mt Tech. Enter., LLC, 726 S.E.2d 339 (Va. 2012). “Code § 13.1-1057 The defendants assert that the "trial court erroneously allowed MT Technology Enterprises LLC to maintain this action without a certificate of authority.”
Martin Monroe v. Commonwealth of Virginia (Va. Ct. App. 2026). “The Court reasoned that Code § 13.1-1057 only precludes maintenance, not commencement.”
Va. Code Ann. § 13.1-1057(E): 1 case
Ivonee Cedeno v. For Every Body, LLC (Va. Ct. App. 2024). “See Code § 13.1-1057 (deeming the clerk of the SCC appointed as an “agent for service of process” for “any foreign limited liability company transact[ing] business in the Commonwealth without a certificate of registration”); Code § 12.”
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