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13.1-757.
Authority to transact business required.
A. A foreign corporation may not transact business in the
Commonwealth until it obtains a certificate of authority from the
Commission.
B. The following activities, among others, do not constitute
transacting business within the meaning of subsection A:
1. Maintaining, defending, or settling any proceeding;
2. Holding meetings of the board of directors or shareholders or
carrying on other activities concerning internal corporate
affairs;
3. Maintaining bank accounts;
4. Maintaining offices or agencies for the transfer, exchange, and
registration of the corporation's own securities or maintaining
trustees or depositories with respect to those securities;
5. Selling through independent contractors;
6. Soliciting or obtaining orders, whether by mail or through
employees or agents or otherwise, if the orders require acceptance
outside this Commonwealth before they become contracts;
7. Creating or acquiring indebtedness, deeds of trust, and
security interests in real or personal property;
8. Securing or collecting debts or enforcing deeds of trust and
security interests in property securing the debts;
9. Owning, without more, real or personal property;
10. Conducting an isolated transaction that is completed within 30
days and that is not one in the course of repeated transactions of
a like nature;
11. For a period of less than 90 consecutive days, producing,
directing, filming, crewing or acting in motion picture feature
films, television series or commercials, or promotional films
which are sent outside of the Commonwealth for processing,
editing, marketing and distribution. The term "transacting
business" as used in this subsection shall have no effect on
personal jurisdiction under � 8.01-328.1; or
12. Serving, without more, as a general partner of, or as a
partner in a partnership which is a general partner of, a domestic
or foreign limited partnership that does not otherwise transact
business in the Commonwealth.
C. The list of activities in subsection B is not exhaustive.
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