Va. Code » Title 13.1. Corporations » Chapter 9. Virginia Stock Corporation Act » Article 17. Foreign Corporations
Virginia Code

Va. Code Ann. § 13.1-761 (2026)

Effect of certificate of authority

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A. A certificate of authority authorizes the foreign corporation to transact business in the Commonwealth subject, however, to the right of the Commonwealth to revoke the certificate as provided in this chapter.

B. A foreign corporation holding a valid certificate of authority shall have no greater rights and privileges than a domestic corporation. The certificate of authority shall not be deemed to authorize the foreign corporation to exercise any of its corporate powers or purposes that a foreign corporation is forbidden by law to exercise in the Commonwealth.

C. This chapter does not authorize the Commonwealth to regulate the organization or internal affairs of a foreign corporation authorized to transact business in the Commonwealth.

Code 1950, §§ 13.1-102, 13.1-103, 13.1-108; 1956, c. 428; 1985, c. 522; 2019, c. 734; 2020, c. 1226.

Notes of Decisions
Cited in 3 cases (1 in the last 5 years), 2003–2025 · leading case: State Farm Mut. Auto. Ins. v. Superior Court, 114 Cal. App. 4th 434 (Cal. Ct. App. 2003).
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State Farm Mut. Auto. Ins. v. Superior Court, 114 Cal. App. 4th 434 (Cal. Ct. App. 2003). “05(c)); Virginia ( Va. Code Ann. §§ 13.1-761 (C), 13.1-923(C)); Washington (Wash.”
Foti v. W. Sizzlin Corp., 64 Va. Cir. 64 (Roanoke County Cir. Ct. 2004). · cites it 3× “Section 13.1-761 of the Code specifically states that: “this chapter [Chapter 9] does not authorize this Commonwealth to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this Commonwealth.”
David Kirdassi v. Mitchell Scott White, DC, 913 S.E.2d 311 (Va. Ct. App. 2025). · cites it 2× “” Code § 13.1-761(C). Yet, the Act ostensibly contemplates that Virginia courts must resolve disputes involving the internal affairs of foreign corporations, insofar as it defines the term “[o]rganic law” as the “statute governing the internal affairs of a domestic or foreign…”
Va. Code Ann. § 13.1-761(C): 1 case
David Kirdassi v. Mitchell Scott White, DC, 913 S.E.2d 311 (Va. Ct. App. 2025). “” Code § 13.1-761(C). Yet, the Act ostensibly contemplates that Virginia courts must resolve disputes involving the internal affairs of foreign corporations, insofar as it defines the term “[o]rganic law” as the “statute governing the internal affairs of a domestic or foreign…”
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