HB792: Professional and Occupational Regulation, Department of; issuance of temporary licenses, etc.


HOUSE BILL NO. 792
AMENDMENT IN THE NATURE OF A SUBSTITUTE
(Proposed by the House Committee on Commerce and Labor
on February 9, 2010)
(Patrons Prior to Substitute--Delegates LeMunyon and Miller, J.H. [HB 739])
A BILL to amend the Code of Virginia by adding a section numbered 54.1-201.1, relating to Department of Professional and Occupational Regulation; issuance of temporary licenses and certifications.

Be it enacted by the General Assembly of Virginia:

1. That the Code of Virginia is amended by adding a section numbered 54.1-201.1 as follows:

? 54.1-201.1. Issuance of temporary licenses and certifications.

A. Notwithstanding any other provision of law, the regulatory boards within the Department of Professional and Occupational Regulation may issue a temporary license or certification to any applicant who holds a comparable license or certification issued by another state, provided (i) the license or certificate is valid, (ii) the applicant is in good standing with the regulatory entity that issued the license or certification, and (ii) the applicant simultaneously submits a completed application for a Virginia license or certification.

B. Any person who receives a temporary license or certification pursuant to this section shall be subject to the jurisdiction of the issuing regulatory board.

C. Any license or certification issued pursuant to this section shall be valid for a period not exceeding 45 days from the date of issuance and may not be renewed.

2. That the regulatory boards within the Department of Professional and Occupational Regulation shall promulgate regulations to implement the provision of this act to be effective within 280 days of its enactment.

3. That notwithstanding any other provision of law to the contrary, the regulations promulgated pursuant to the second enactment of this act shall remain in full force and effect until replaced by final regulations adopted by the appropriate regulatory board.

HOUSE BILL NO. 792
Offered January 13, 2010
Prefiled January 12, 2010
A BILL to amend and reenact §§ 13.1-759, 13.1-921, and 13.1-1052 of the Code of Virginia, relating to temporary certificates of authority for foreign business entities.
Patron-- LeMunyon

Committee Referral Pending

Be it enacted by the General Assembly of Virginia:

1. That §§ 13.1-759, 13.1-921, and 13.1-1052 of the Code of Virginia are amended and reenacted as follows:

§ 13.1-759. Application for certificate of authority.

A. A foreign corporation may apply to the Commission for a certificate of authority to transact business in the Commonwealth. The application shall be made on forms prescribed and furnished by the Commission. The application shall set forth:

1. The name of the corporation, and if the corporation is prevented by § 13.1-762 from using its own name in the Commonwealth, a designated name that satisfies the requirements of subsection B of § 13.1-762;

2. The name of the state or other jurisdiction under whose law it is incorporated, and if the corporation was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the entity identification number issued to it by the Commission;

3. The date of incorporation and period of duration;

4. The street address of the foreign corporation's principal office;

5. The address of the proposed registered office of the foreign corporation in the Commonwealth (including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of Virginia and either an officer or director of the corporation or a member of the Virginia State Bar or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office;

6. The names and usual business addresses of the current directors and officers of the foreign corporation; and

7. The number of shares the corporation is authorized to issue, itemized by classes and series, if any, within a class.

B. The foreign corporation shall deliver with the completed application a copy of its articles of incorporation and all amendments thereto duly authenticated by the Secretary of State or other official having custody of corporate records in the state or other jurisdiction under whose law it is incorporated.

C. If the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of authority to transact business in the Commonwealth. However, if the Commission finds that a foreign corporation that is in good standing under the laws of the state in which it is incorporated, as evidenced by a certificate of good standing issued within the preceding 10 days by the Secretary of State or other official having custody of corporate records in the state or other jurisdiction under whose law it is incorporated, has filed an application pursuant to subsection A and paid all required fees therefor, the Commission, at no charge, immediately shall issue to the foreign corporation a temporary certificate of authority to transact business in the Commonwealth. A temporary certificate of authority to transact business shall be valid for 30 days or until the Commission has issued to the foreign corporation a certificate of authority to transact business in the Commonwealth, whichever occurs first. A temporary certificate of authority to transact business, during its term of validity, for all purposes shall have the same force and effect as a certificate of authority to transact business in the Commonwealth.

§ 13.1-921. Application for certificate of authority.

A. A foreign corporation may apply to the Commission for a certificate of authority to transact business in the Commonwealth. The application shall be made on forms prescribed and furnished by the Commission. The application shall set forth:

1. The name of the corporation, and if the corporation is prevented by § 13.1-924 from using its own name in the Commonwealth, a designated name that satisfies the requirements of subsection B of § 13.1-924;

2. The name of the state or other jurisdiction under whose laws it is incorporated, and if the corporation was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the entity identification number issued to it by the Commission;

3. The date of incorporation and period of duration;

4. The street address of the foreign corporation's principal office;

5. The address of the proposed registered office of the foreign corporation in the Commonwealth, including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located, and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of Virginia and either an officer or director of the corporation or a member of the Virginia State Bar or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; and

6. The names and usual business addresses of the current directors and officers of the foreign corporation.

B. The foreign corporation shall deliver with the completed application a copy of its articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or other jurisdiction under whose laws it is incorporated.

C. If the Commission finds that the application complies with the requirements of law, and that all required fees have been paid, it shall issue a certificate of authority to transact business in the Commonwealth. However, if the Commission finds that a foreign corporation that is in good standing under the laws of the state in which it is incorporated, as evidenced by a certificate of good standing issued within the preceding 10 days by the Secretary of State or other official having custody of corporate records in the state or other jurisdiction under whose law it is incorporated, has filed an application pursuant to subsection A and paid all required fees therefor, the Commission, at no charge, immediately shall issue to the foreign corporation a temporary certificate of authority to transact business in the Commonwealth. A temporary certificate of authority to transact business shall be valid for 30 days or until the Commission has issued to the foreign corporation a certificate of authority to transact business in the Commonwealth, whichever occurs first. A temporary certificate of authority to transact business, during its term of validity, for all purposes shall have the same force and effect as a certificate of authority to transact business in the Commonwealth.

§ 13.1-1052. Application for certificate of registration.

A. A foreign limited liability company may apply to the Commission for a certificate of registration to transact business in the Commonwealth. The application shall be made on a form prescribed and furnished by the Commission. The application shall set forth:

1. The name of the foreign limited liability company and, if the limited liability company is prevented by § 13.1-1054 from using its own name in the Commonwealth, a designated name that satisfies the requirements of § 13.1-1054;

2. The name of the state or other jurisdiction under whose law it is formed, the date of its formation, and if the limited liability company was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization or formation; and (iv) the entity identification number issued to it by the Commission;

3. The address of the proposed registered office of the foreign limited liability company in the Commonwealth (including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of the Commonwealth and is either (1) a member or manager of the limited liability company, (2) a member or manager of a limited liability company that is a member or manager of the limited liability company, (3) an officer or director of a corporation that is a member or manager of the limited liability company, (4) a general partner of a general or limited partnership that is a member or manager of the limited liability company, (5) a trustee of a trust that is a member or manager of the limited liability company, or (6) a member of the Virginia State Bar, or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office;

4. A statement that the clerk of the Commission is irrevocably appointed the agent of the foreign limited liability company for service of process if the foreign limited liability company fails to maintain a registered agent in the Commonwealth as required by § 13.1-1015, the registered agent's authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence;

5. The post office address, including the street and number, if any, of the foreign limited liability company's principal office; and

6. A statement evidencing that the foreign limited liability company is a "foreign limited liability company" as defined in § 13.1-1002.

B. The foreign limited liability company shall deliver with the completed application a copy of its articles of organization or other constituent documents and all amendments and corrections thereto filed in the foreign limited liability company's state or other jurisdiction of organization, duly authenticated by the Secretary of State or other official having custody of the limited liability company records in the state or other jurisdiction under whose law it is organized.

C. If the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of registration to transact business in the Commonwealth. However, if the Commission finds that a foreign limited liability company that is in good standing under the laws of the state in which it is organized, as evidenced by a certificate of good standing issued within the preceding 10 days by the Secretary of State or other official having custody of the limited liability company records in the state or other jurisdiction under whose law it is organized, has filed an application pursuant to subsection A and paid all required fees therefor, the Commission, at no charge, immediately shall issue to the foreign limited liability company a temporary certificate of registration to transact business in the Commonwealth. A temporary certificate of registration to transact business shall be valid for 30 days or until the Commission has issued to the foreign limited liability company a certificate of registration to transact business in the Commonwealth, whichever occurs first. A temporary certificate of registration to transact business, during its term of validity, for all purposes shall have the same force and effect as a certificate of registration to transact business in the Commonwealth.