CHAPTER 506

An Act to amend the Code of Virginia by adding sections numbered
18.1-188 and 18.1-294 authorizing the State Corporation Commission
to require corporations to furnish certain information, produce cer-
tain books and records and to produce certain witnesses upon com-
plaint that they are engaging in the unauthorized practice of law and
to order involuntary dissolution of domestic corporations or revocation
of certificates of authority to transact business in this State of foreign
corporations for noncompliance; and to this end to amend and reenact
§§ 18.1-98 and 18.1-256 of the Code, relating to involuntary dissolution
of domestic corporations, and §§ 18.1-118 and 18.1-280 of the Code,
relating to revocation of certificates of authority of foreign corpora-
tions to transact business in this State; and to further amend the Code
by adding thereto another section numbered 18.1-842, making the
above mentioned sections applicable to associations organized or doing
business in this State under Chapter 8 of Title 18.1. CH 648]

Approved March 29, 1958

Be it enacted by the General Assembly of Virginia:

1. That the Code of Virginia be amended by adding new sections num-
bered 13.1-133, 13.1-294 and 13.1-342, and to amend and reenact §§ 13.1-93,
13.1-118, 13.1-256 and 13.1-280 of the Code as follows:

§ 13.1-93. A corporation may be dissolved involuntarily by order
of the Commission when it finds that the corporation has continued to
exceed or abuse the authority conferred upon it by law; or has failed to
maintain a registered office or a registered agent in this State as required
by law; or has failed to comply with any act required by the Commission
pursuant to § 13.1-188.

Before entering any such order the Commission shall issue a rule
against the corporation giving it an opportunity to be heard and show
cause why such an order should not be entered. The Commission may issue
the rule on its own motion or on motion of the Attorney General.

§ 13.1-118. The certificate of authority to do business in this State
of any foreign corporation may be revoked by order of the Commission
when it finds that the corporation:

(a) has continued to exceed the authority conferred upon it by law;

(b) has failed to maintain a registered office or a registered agent
in this State as required by law; *

(c) has failed to file any document required by this Act to be filed
with the Commission; or

(d) has failed to comply with any act required by the Commission
pursuant to § 18.1-188.

Before entering any such order the Commission shall issue a rule
against the corporation giving it an opportunity to be heard and show
cause why such an order should not be entered. The Commission may issue
the rule on its own motion or on motion of the Attorney General.

§ 18.1-188. Whenever any citizen of the Commonwealth shall file
with the Commission a complaint in writing that any corporation, foreign
or domestic, profit or nonprofit, doing business in this State, or that any
officer, member, agent or employee of such corporation, has been or is
engaging in the unauthorized practice of law in this State, the Commission
may require such corporation to:

__ 1. File with the Commission, under oath, a complete and accurate
list of any or all of the following as of the time the violation is alleged
to have occurred:

_ a. All persons authorized by the corporation to act therefor in an
official capacity of whatsoever nature.

b. All persons recognized by the corporation as directors thereof.

c. All persons registered on the stock transfer books of the corpora-
tion, with the number of shares held by each.

d. All persons, if any, listed upon the membership rolls of the cor-
poration who are residents of this State.

e. All persons employed or retained by the corporation to represent
or advise the corporation, or any other person on behalf of the corporation,
with regard to any rights or procedures of the corporation or such other
person in any pending or prospective civil or criminal proceeding of
whatsoever nature.

f. All persons who, within the twelve months next preceding such time,
made any payment of whatsoever nature to the corporation or to any
special fund expended or to be expended by the corporation or under its
supervision or direction.

2. Furnish the Commission with:

a. The by-laws of the corporation.

_ b. The minutes of any or all meetings of the stockholders, member-
ship, directors, executive committee or other committee of the corporation.

_8. Make available to the Commission for inspection, upon reasonable
notice, any or all books and records of the corporation relating to any of
aye persons, information or matters mentioned in paragraphs 1 and 2
above.

4. Have such officers, directors, members, agents and employees of
the corporation as it deems necessary appear before the Commission to
be heard upon any matter relating to such alleged violation.

Whenever any corporation shall refuse, or fail without good cause,
to furnish any list, book or record required by the Commission pursuant
to this section, or shall refuse, or fail without good cause, to produce any
person required by the Commission pursuant to paragraph 4 hereof, the
Commission may, in the case of a domestic corporation, order involuntary
dissolution as provided by § 13.1-98, or, in the case of a foreign corpora-
tion, order revocation of the corporation’s certificate of authority to trans-
act business in this State as provided by § 18.1-118.

§ 18.1-256. A corporation may be dissolved involuntarily by order
of the Commission when it finds that the corporation has continued to
exceed or abuse the authority conferred upon it by law; or has failed to
maintain a registered office or a registered agent in this State as required
by law; or has failed to comply with any act required by the Commission
pursuant to § 18.1-294.

Before entering any such order the Commission shall issue a rule
against the corporation giving it an opportunity to be heard and show
cause why such an order should not be entered. The Commission may issue
the rule on its own motion or on motion of the Attorney General.

§ 18.1-280. The certificate of authority to conduct affairs in this
State of any foreign corporation may be revoked by order of the Commis-
sion when it finds that the corporation:

(a) Has continued to exceed the authority conferred upon it by law;

(b) Has failed to maintain a registered office or a registered agent
in this State as required by law; *
(c) Has failed to file any document required by this Act to be filed
with the Commission; or . i.

(d) Has failed to comply with any act required by the Commission
pursuant to § 18.1-294. i. .

Before entering any such order the Commission shall issue a rule
against the corporation giving it an opportunity to be heard and show
cause why such an order should not be entered. The Commission may issue
the rule on its own motion or on motion of the Attorney General.

§ 18.1-294. Whenever any citizen of the Commonwealth shall file
with the Commission a complaint in writing that any corporation, foreign
or domestic, profit or nonprofit, doing business in this State, or that any
officer, member, agent or employee of such corporation, has been or ts en-
gaging in the unauthorized practice of law in this State, the Commission
may require such corporation to:

1. File with the Commission, under oath, a complete and accurate
list of any or all of the following as of the time the violation is alleged to
have occurred:

a. All persons authorized by the corporation to act therefor in an
official capacity of whatsoever nature.

b. All persons recognized by the corporation as directors thereof.

c. All persons registered on the stock transfer books of the corpora-
tion, with the number of shares held by each. .

. All persons listed upon the membership rolls of the corporation
who are residents of this State. .

e. All persons employed or retained by the corporation to represent
or advise the corporation, or any other person on behalf of the corpora-
tion, with regard to any rights or procedures of the corporation or such
other person in any pending or prospective civil or criminal proceeding of
whatsoever nature.

f. All persons who, within the twelve months next preceding such
time, made any payment of whatsoever nature to the corporation or to any
special fund expended or to be expended by the corporation or under its
supervision or direction.

2. Furnish the Commission with:

a. The by-laws of the corporation.

b. The minutes of any or all meetings of the stockholders, member-
ship, directors, executive committee or other committee of the corporation.

8. Make available to the Commission for inspection, upon reasonable
notice, any or all books and records of the corporation relating to any of
oe persons, information or matters mentioned in paragraphs 1 and 2

ove.

4. Have such officers, directors, members, agents and employees of
the corporation as it deems necessary appear before the Commission to be
heard upon any matter relating to such alleged violation.

Whenever any corporation shall refuse, or fail without good cause, to
furnish any list, book or record required by the Commission pursuant to
this section, or shall refuse, or fail without good cause, to produce any per-
son required by the Commission pursuant to paragraph 4 hereof, the Com-
mission may, in the case of a domestic corporation, order involuntary
dissolution as provided by § 18.1-256, or, in the case of a foreign corpora-
tion, order revocation of the corporation's certificate of authority to trans-
act business in this State as provided by § 18.1-280.

§ 13.1-842. Those provisions of the Virginia Stock Corporation Act
and the Virginia Nonstock Corporation Act relating, respectively, to the
involuntary dissolution of domestic corporations, to the revocation of the
certificates of authority to do business in this State of foreign corporations,
and to proceedings by the State Corporation Commission upon complaints
that corporations are engaging in the unauthorized practice of law in this
State shall apply to every association organized or doing business in this

State pursuant to the provisions of this chapter; but the provisions of this

section shall not be construed as a limitation upon the application of the

rye of Chapter 1 and 2 of this Title to such associations under
18.1-8438.