Chap. 283.—An ACT to amend and re-enact sections 1104 and 1105 of the
Code of Virginia, so as to require foreign corporations to procure cer-
tificates of authority from the State corporation commission for the privi-
lege of transacting business in this State, and to prescribe penalties
against such corporations for failure to do so, and to provide for the

enforcement of such penalties, as amended by an act approved May
15, 1903.

Approved March 16, 1910.

1. Be it enacted by the general assembly of Virginia, That sections
eleven hundred and four and eleven hundred and five of the Code of
Virginia, as amended by an act approved May fifteenth, nineteen hun-
dred and three, 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 the company
due residents of the State may be audited, settled and paid. Every such
company incorporated under a jurisdiction beyond the limits of this
State (and hereinafter designated as a foreign corporation) shall, be-
fore doing business in this State, present to the State corporation com-
mission (a) a written power of attorney executed in duplicate, appoint-
ing some person residing in this State its agent, upon.whom all legal
process against the corporation may be served, and who shall be author-
ized to enter an appearance 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 commission a certificate of authority to transact busi-
ness in the State. If it shall be made to appear to the State corporation
commission that said corporation has complied with the law relative the
obtaining of a certificate of authority for foreign corporations of the
character of the applicant corporation, then said corporation commission
shall issue to said corporation a certificate of authority to transact busi-
ness 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 such certificate of authority,
and forward copies of said documents to the secretary of the Common-
wealth, 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 commission as above provided, appoint another
resident agent; one copy of such power of attorney shall be filed and
preserved in the office of the corporation commission, and the other
copy thereof transmitted to the secretary of the Commonwealth to be
filed in his office. If the charter of any foreign corporation thus author-
ized to transact business in this State is amended, two duly authenticated
copies of such amendment shall be presented to the corporation commis-
sion and filed as copies of the original charter 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 hereto-
fore paid the fee required by law to entitle it to transact business in this
State, and has otherwise complied with the law heretofore existing rela-
tive thereto, shall not, on application for certificate of authority to trans-
act 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 such certificate of authority and for filing such papers
as prescribed by law.

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

No such foreign corporation shall recover any money or property or
enforce any contract in any court without first obtaining the certificate
of authority to do business in this State provided for in the preceding
section, nor until all taxes, fees and charges due to the State have been
fully paid: provided, that nothing contained in this act shall prevent
any corporation, after having withdrawn from the State, from enforcing
a contract legally made while said company was acting under a certificate
of authority from the State corporation commission as provided in this
act.

When any such corporation shall desire to cease doing business in
this State it may do so by surrendering to the State corporation commis-
sion such original certificate of authority, or, if it be lost or destroyed,
by filing an affidavit to that effect with the State corporation commission
in lieu of such original certificate of authority, and by paying all taxes,
fees and charges then due to the State. Such certificate of authority
shall not be construed to authorize any such foreign corporation to exer-
cise any of the powers or functions of a public service corporation in this
State, nor to exempt such foreign corporation from the payment of any
State or local revenue license.