Effect of failure to obtain certificate of authority

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  • (a) A foreign limited liability company transacting business in the Virgin Islands may not maintain an action or proceeding in the Virgin Islands unless it has a certificate of authority to transact business in the Virgin Islands.

  • (b) The failure of a foreign limited liability company to have a certificate of authority to transact business in the Virgin Islands does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in the Virgin Islands.

  • (c) Limitations on personal liability of managers, members, and their transferees are not waived solely by transacting business in the Virgin Islands without a certificate of authority.

  • (d) If a foreign limited liability company transacts business in the Virgin Islands without a certificate of authority, it appoints the Lieutenant Governor as its agent for service of process for claims for relief arising out of the transaction of business in the Virgin Islands.


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