Chap. 242.—An ACT to amend and re-enact sections 1104 and 1105 of the Code of
Virginia, relative to incorporated companies, so as to provide for the licensing
of foreign corporations, and to prescribe penalties against such corporations
transacting business in the State without a license, and to provide for the en-
forcement of such penalties.

Approved May 15, 1903.

1. Be it enacted by the general assembly of Virginia, That sections
eleven hundred and four and eleven hundred and five be amended and re-
enacted so as to read as follows:

§ 1104. Every incorporated company doing business in this State shall
have an office in the State, at which all claims against such company due
residents of the State may be audited, settled, and paid. Every such com-
pany incorporated under a jurisdiction beyond the limits of this State
(and hereinafter designated as a foreign corporation) shall, before doing
business in this State, present to the State Corporation Commission (a) a
written power of attorney, executed in duplicate, appointing some person
residing in this State its agent, upon whom all legal process against the
corporation may be served, and who shall be authorized to enter an ap-
pearance in its behalf; (b) two duly authenticated copies of the charter
of the corporation, and (c) a certificate of the auditor of public accounts,
showing the payment into the treasury of the fee required by law to be
paid by such corporation; and shall obtain from said Corporation Com-
mission a license to transact business in the State. If it shall be made to
appear to the State Corporation Commission that said corporation has
complied with the law relative to the licensing of a foreign corporation of
the character of the applicant corporation, then said Corporation Com-
mission shall issue to said corporation a license to transact business in the
State. Said commission shall file and preserve in their office one copy
each of the power of attorney, charter, certificate of the auditor, and a
certificate of the commission granting the license, and forward copies of
said documents to the secretary of the Commonwealth, who shall file and
preserve the same in his office. Whenever, by reason of his removal from
the State or from any other cause, the powers of such resident agent shall
be terminated, then such foreign corporation shall by like written power
of attorney, executed in duplicate and filed with the Corporation Commis-
sion as above provided, appoint another resident agent; one copy of such
power of attorney shall be filed and preserved in the office of the Corpora-
tion Commission and the other copy thereof transmitted to the secretary
of the Commonwealth to be filed in his office. If the charter of any for-
eign corporation licensed to transact business in this State is amended,
then two duly authenticated copies of such amendment shall be presented
to the Corporation Commission and filed as copies of original charters are
required to be filed and the fee required by law on such amendment shall
be paid in the manner prescribed by law. Any foreign corporation which
has heretofore paid the fee required by law to entitle it to transact busi-
ness in this State, and has otherwise complied with the laws heretofore
existing relative thereto, shall not, on application for license to transact
business in this State, be required to pay such fee again, nor to file a copy
of the charter with the secretary of the Commonwealth, if a copy thereof
is already on file in his office. Such corporation shall pay the clerical fees
for license and for filing such papers as prescribed by law.

§ 1105. If any foreign corporation shall transact business in this State
without first obtaining the license provided for in the preceding section,
it shall be fined not less than ten dollars nor more than one thousand dol-
lars, such fine to be imposed by the State Corporation Commission, whose
duty it shall be to see that the provisions of the preceding section are com-
plied with. Every transaction had in the State by such a corporation
without a license shall be deemed a separate offense. The officers, agents,
and employees of any. such corporation doing business in this State with-
out a license shall be personally liable to the State for any fines imposed
on it, and to any resident of the State having a claim agaimst such corpo-
ration, and service of legal process upon any of said officers, agents, or
employees shall be deemed sufficient service on the corporation.

2. This act shall be in force from its passage.