Code of Virginia - Title 13.1 Corporations - Section 13.1-768 Automatic revocation of certificate of authority

§ 13.1-768. Automatic revocation of certificate of authority

A. If any foreign corporation fails to file the annual report required by this chapter in a timely manner, the Commission shall mail notice to it of impending revocation of its certificate of authority to do business in the Commonwealth. Whether or not such notice is mailed, if the corporation fails to file the annual report before the last day of the fourth month immediately following its annual report due date each year, such foreign corporation shall automatically cease to be authorized to do business in the Commonwealth and its certificate of authority shall be automatically revoked as of that day.

B. 1. Any foreign corporation shall pay the annual registration fee required by law on or before the corporation's annual report due date determined in accordance with subsection C of § 13.1-775 of each year. If the corporation pays the annual registration fee for the year assessed after such date of that year, the corporation shall incur a penalty of 10 percent of the registration fee, or $10, whichever is greater.

2. If any foreign corporation fails to pay by the due date of the year assessed the annual registration fee, the Commission shall mail notice to the corporation of impending revocation of its certificate of authority. The corporation shall automatically cease to be authorized to do business in the Commonwealth if any such fee is unpaid as of the last day of the fourth month immediately following the due date of that year, and its certificate of authority shall be automatically revoked.

C. If any foreign corporation whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-765 fails to file a statement of change pursuant to § 13.1-764 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the corporation of impending revocation of its certificate of authority. If the corporation fails to file the statement of change before the last day of the second month immediately following the month in which the impending revocation notice was mailed, the corporation shall automatically cease to be authorized to transact business in the Commonwealth and its certificate of authority shall be automatically revoked as of that day.

(Code 1950, § 13.1-117; 1956, c. 428; 1970, c. 4; 1980, c. 192; 1985, cc. 522, 528; 1987, c. 2; 1988, c. 405; 1991, c. 125; 1997, c. 216; 2000, c. 52; 2005, c. 765.)

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Last modified: April 16, 2009