Virginia Foreign LLC Registration
If you own an LLC outside the Commonwealth of Virginia and you want to do business here, you need to register your business as a foreign LLC in VA and obtain a Virginia Certificate of Authority. This will cost you $100 in state fees, and you can file everything yourself online, by mail or in person. Alternatively, if we’re your Virginia registered agent, you can have us register your foreign LLC in Virginia for you.
What is a Virginia Certificate of Authority?
A Virginia Certificate of Authority is a document issued by the Virginia State Corporation Commission that allows out-of-state companies, like LLCs, to transact business within the Commonwealth. An LLC with a Virginia Certificate of Authority is known as a foreign LLC in the state of Virginia.
How do I register a foreign LLC in Virginia?
Registering as a foreign LLC in Virginia requires you to obtain certified copies of your articles and file documents with the State Corporation Commission along with a filing fee. Our DIY guide will take you through all the necessary steps in detail, so you can do this yourself. Or, you can hire us to complete this filing for you.
1. Obtain a Virginia Registered Agent
All companies, whether based here in VA or formed elsewhere, need a Virginia registered agent to operate in the Commonwealth. This person must be physically located in Virginia and available to accept legal forms and notices on behalf of your company during regular business hours.
As a professional registered agent company, we’re equipped to accept all service of process and forward documents to you in a timely manner. Because our office is right here in Richmond, we can also offer you a reliable business address you can use when applying for your foreign LLC in Virginia.
2. Get Certified Copies of Your Articles of Organization
The state of Virginia requires companies applying for foreign LLC status to submit a certified copy of their formation documents filed in their home state. If you’ve submitted amendments or corrections to your articles, authenticated copies of these documents must be submitted to the VA Corporation Commission, as well.
How do I get certified copies of my articles of organization?
The agency that issued your original articles (commonly the local Secretary of State office) is typically the same agency that issues certified copies. Note that your certified documents must indicate that they are a “true and correct copy” of the original documents filed with the state, and must have been certified within the last 12 months.
3. 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 Limited Liability Company. This application must include:
- LLC name (and designated name, if required—see below)
- Jurisdiction of formation
- Original date of formation
- Indication of a particular status*
- Principal address
- Name and address of registered agent in Virginia
- Signature from a member or manager (or someone authorized to sign on behalf of your LLC)
*You’ll also be asked to indicate whether your LLC had previously been authorized as a foreign LLC in Virginia, or is part of a series LLC.
What is a designated name for a Virginia foreign LLC?
According to VA Code § 13.1-1054, a designated name is required if your company’s name is not distinguishable enough from other companies in Virginia. Generally, the core words in your company name must not match the words used in another company’s name. Using different pronouns (like “a” instead of “the”) or business entity identifiers (like “LLC” instead of “limited liability company”) are not enough to make your business name unique.
For example, “Cookie LLC” is considered distinguishable from “Cookies LLC” because of the added “s.” But, “A Cookie LLC” would NOT be distinguishable enough for you to use in the state of Virginia. (See: VA Code § 13.1-1054)
4. File Your Documents with the State
After you’ve obtained a registered agent, 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 will it take for me to register as a foreign LLC in Virginia?
Your application to register as a foreign LLC will be processed in about 30 business days unless you pay an additional $100 for next-day processing, or $200 for same-day processing.
FAQ: Virginia Foreign LLC
Do I need to register as a foreign LLC in Virginia?
If your company was formed in another state but plans to transact business in the Commonwealth of Virginia, then yes you do need to register as a foreign LLC in Virginia.
What does it mean to transact business in Virginia?
There isn’t a clear-cut definition of what it means to transact business in VA, but “doing business” generally refers to the exchange of money or goods for business reasons. If you employ people in Virginia, buy or rent real estate here, or even maintain a “substantial presence” you’ll have to register with the State Corporation Commission as a foreign LLC.
According to VA Code § 13.1-1059, some of the activities that do NOT constitute transacting business in Virginia include:
- Holding meetings with LLC members
- Maintaining bank accounts
- Selling through independent contractors
- Solely owning real or personal property
- Maintaining, defending, or settling any legal proceeding
This list is not exhaustive. If you’re still not sure whether you need to register as a foreign entity in Virginia, you might want to consult a business or legal expert in Virginia.
How do I withdraw a foreign LLC in Virginia?
You can withdraw your foreign LLC status in Virginia online through the Clerk’s Information System, or by mailing an Application for a Certificate of Cancellation to the State Corporation Commission. The cancellation fee is $25.
Why Register Your Virginia Foreign LLC with A Registered Agent?
We make it easy. When you sign up for registered agent service, you automatically get an online account where you’ll find FREE resources, including a Virginia Foreign LLC registration form.
Don’t want to file on your own? Just click the “add services” tab within your account, and add our VA LLC filing services. You’ll see real time status of our work in progress in your online account at all times. And once we’re done with your foreign Virginia LLC registration, we’ll store all documents in your online account, email you, and send you the original filed documents by mail.