Foreign Virginia Corporation
If you own a corporation in another state and plan to do business in the Commonwealth of Virginia, you must register as a foreign corporation in VA. To get foreign corporation status, you’ll have to complete an application for a certificate of authority with the State Corporation Commission (SCC). This will probably cost you $75 in state fees. (Though corporations with a high number of authorized shares can pay up to $2,500 in state fees.) Read on for our detailed DIY filing guide.
What is a Virginia foreign corporation?
A foreign corporation is a company formed outside Virginia but operates inside the Commonwealth. (“Foreign,” in this case, means out of state.) Typically, when a company generates income or makes payments in a state, this is considered “transacting business” and the company must register with the Secretary of State’s office or equivalent government branch, like the Virginia SCC.
What is a Virginia certificate of authority for a corporation?
A certificate of authority gives business entities formed outside Virginia permission to operate in the Commonwealth. Both foreign corporations and foreign LLCs in Virginia need to obtain a certificate of authority from the CSS before operating in VA.
How do I register a foreign corporation in VA?
The application process for registering a foreign corporation in Virginia requires four main criteria, including filling out an application form and getting certified copies of corporate documents. You can complete the application process yourself by following our detailed guide. Or, when we’re your registered agent, you easily can hire us to complete the registration process for you.
1. Obtain a Virginia Registered Agent
In order to register with the state, you need to appoint a Virginia registered agent. This is a person or business that’s physically located in Virginia and available to receive service of process on behalf of your company during regular business hours. Service of process includes legal documents like subpoenas and lawsuits, so your registered agent must be reliable, and able to forward these important documents onto you in a timely manner.
As professional registered agents, we perform this service for numerous companies that operate here in Virginia. Unlike other VA registered agent companies, we only work with companies that do business in Virginia, so we’re experts when it comes to business filings here in the Commonwealth.
2. Complete an Application for Certificate of Registration
You’ll need to fill out a state form known as an Application for Certificate of Registration to Transact Business in Virginia as a Foreign Corporation. This application must include:
- Corporation name (and designated name, if required—see below)
- Jurisdiction of formation
- Original date of incorporation
- Previously authorized as a VA foreign corporation (check a box if yes)
- Principal office address
- Name and address of Virginia registered agent
- List of corporate offices (names, titles, business addresses)
- List of corporate directors (names, business addresses)
- Number of authorized shares
Note that your application must be signed by one of the following: president, chairman or vice chairman of the board of directors, or any officer authorized by the corporation.
What is a designated name for a Virginia foreign corporation?
A designated name is an alternate name for your company, required when a company’s given name is not distinguishable enough from the existing companies in the public record (VA Code § 13.1-762 ).
What makes a VA corporation’s name distinguishable in the public record?
According to VA Code § 13.1-630, the core words of a corporate name cannot be too similar to an existing name. Core words do NOT include pronouns (like “a” and “the”) or business identifiers (like “Corporation” or “Inc.”). So, if “Cookies LLC” already exists in Virginia, you would NOT be able to register a business called “Cookies Inc.” You would, however, be able to register “Cookie Inc,” because leaving off the “s” makes the core words “cookie” and “cookies” distinguishable enough.
3. Get Certified Copies of Your Articles of Incorporation
Along with your application, you’ll need to submit certified copies of your articles of incorporation (including any amendments and/or mergers filed). These documents are kept on file with your state’s Secretary of State (or equivalent office), and you should be able to contact them directly for certified copies. Prices vary by state, but could range anywhere from $11 (West Virginia) to $52 (Delaware).
What are certified copies of my articles of incorporation?
When you have a “certified copy” of your formation documents, it means that the files you have are not the originals, but they are certified by the government office where the originals are kept. To prove this, your certified documents must indicate that they are a “true and correct copy” of the original documents filed with the state—this usually includes a stamp or signature. All certified copies must have been obtained within the last 12 months.
4. File Your Documents with the State
After you’ve obtained a registered agent, gotten certified copies of your formation documents, and filled out your application, you’re ready to file. The easiest way to file your documents is online, but you can also file by mail or in person.
Online: Clerk’s Information System
State Corporation Commission
P.O. Box 1197
Richmond, VA 23219-1197
1300 E. Main St., 1st Floor
Richmond, VA 23219
How long does it take to register a Virginia foreign corporation?
FAQ: Virginia Foreign Corporation
Do I need to register my out-of-state corporation in Virginia?
If your corporation transacts business in Virginia, then yes.
What does it mean to transact business in Virginia?
It can be tricky to know whether or not your company is legally doing business (or “transacting business”) in the Commonwealth. VA Code § 13.1-757 lists many activities that do NOT qualify as doing business, such as:
- Defending or settling a legal proceeding
- Maintaining bank accounts
- Selling through independent contractors
- Owning, protecting and maintaining property
This list is not exhaustive, and may not be super helpful for determining whether or not your corporation is transacting business in Virginia. In general, you need to register as a foreign corporation in Virginia if you hire employees, buy or rent real estate, or maintain a “substantial presence” in Virginia. If you’re not sure whether any of this applies to your business, it might be a good idea to consult a business lawyer.
Who issues a certificate of authority to do business in Virginia?
A certificate of authority for Virginia will be issued by the State Corporation Commission (SCC).
How do I withdraw a foreign corporation from Virginia?
You can withdraw your foreign corporation status in Virginia at any time online through the Clerk’s Information System, or by submitting an Application for Certificate of Withdrawal of a Foreign Corporation to the SCC by mail. The filing fee is $10.
Why Register Your Virginia Foreign Corporation with A Registered Agent?
We’re local and we make it easy. When you hire us as your registered agent, we give you FREE resources upon signup. This includes a Virginia Foreign Corporation registration form so you get your Virginia foreign corporation up and running as soon as possible.
Don’t want to file on your own? Just click the “add services” tab within your account, and add our VA foreign corporation filing services. You’ll see the real-time status of our work in progress in your online account at all times. And once we’re done with your foreign Virginia corporation registration, we’ll store all documents in your online account, email you, and send you the original documents by mail.