Virginia Foreign Corporation Registration
Corporations formed outside of Virginia need to clear an important filing hurdle before doing business here: registering as a foreign entity with the State Corporation Commission. The process, called foreign registration, gives your corporation legal authority to operate in Virginia. This guide walks you through the process, step-by-step.
Prefer to leave the state filings to the professionals? We’ll register your foreign corporation for only $149+ plus state fees. This package also includes a year of registered agent service, and the use of our Virginia office address on your state documents.
How to Register a Foreign Corporation in Virginia
To begin the foreign registration process, you’ll need to ensure your corporation is in good standing back in your home state. That means confirming any annual reports have been filed, and that state corporate taxes or franchise fees have been paid.
Once you’ve confirmed your good standing in your home jurisdiction, you can start your Application for Certificate of Authority to Transact Business in Virginia, the official form filed with the State Corporation Commission.
Step 1. Gather Home State Documents
Unlike most states, which typically accept a standard Certificate of Good Standing, Virginia requires certified copies of several documents to demonstrate your corporation’s status in its home state. You’ll need to provide certified copies of:
- Your original articles of incorporation
- Any amendments to your original articles
- Any conversions or domestications affecting to your business
These copies must be no more than 12 months old, certified by the secretary of state or other official state authority, and be complete documents. They also cannot be your original formation documents—certified copies are required. You can request these from your state’s business entity management agency, normally your secretary of state. Oftentimes, you can download or request these documents online.
Step 2. Appoint a Registered Agent
Virginia requires foreign corporations to maintain a registered agent with a physical address in the state. Registered agents are responsible for receiving crucial legal documents, like service of process, on your business’s behalf and notifying you promptly.
Virginia requires registered agents to maintain normal business hours, typically 8am to 5pm. For only $49 per year, Virginia Registered Office can serve as your registered agent and provide you with a business address to use on state documents at no extra charge. This way, you can run your business from afar without needing your own in-state office.
Step 3. Check Name Availability
Before you begin the registration process, you’ll want to check whether your original business name is available and distinguishable from any other registered business. You can do this by running a free business entity search on the State Corporation Commission Clerk’s (SCC) Information System.
If your original name isn’t available, Virginia state code § 13.1-762 requires you to choose a designated name to use on your Application for Certificate of Authority. Usually, an extra word or small abbreviation will do the trick. Including a designated name on your registration application is free.
Whichever name you choose for your corporation, it must include an identifier like corporation, incorporated, or Corp.
Step 4: File the Application for Certificate of Authority
Once you’ve gathered the necessary documents, appointed a registered agent, and confirmed name availability, you’re ready to file and pay your $25 filing fee, plus corporate entry fees.
As a nonstock corporation without any authorized stock shares, you’ll pay a flat $50 entry fee in addition to your filing fee, for a total of $75. As a stock corporation, your entry fee is calculated based on the number of shares of stock you’ve authorized.
You can file your Virginia Application for Certificate of Authority to Transact Business online. On it, you’ll include information about your business, including:
- The name of your corporation
- The original state or jurisdiction you incorporated in
- Your original date of incorporation
- The names and business addresses of your corporate officers and directors
- How many, if any, shares of stock your company has authorized
You’ll also need to include the signature of a chairman, vice chairman, president, or any other officer authorized to act on behalf of the corporation. In addition, you’ll provide the name and address of your Virginia registered agent. If we’re serving as your registered agent, we’ll provide our address to you immediately via email and within your secure account.
If you prefer to file using a physical document, you can complete Virginia Form SCC759/ 921 and deliver it to the State Corporation Commission directly:
Via mail:
State Corporation Commission Clerk’s Office
P.O. Box 1197
Richmond, VA
23218-1197
In person/through a courier service:
1300 E. Main St, 1st Floor
Richmond, VA
23219
Processing times may vary, though online filings are fastest.
Step 5: Check For Local Licensing Requirements
Virginia doesn’t have a statewide business license, but your city or county might. With 95 counties and 39 independent cities, local requirements vary widely. Richmond, for example, requires businesses within city limits to obtain an annual business license and pay the Business, Professional, and Occupational License (BPOL) tax.
Don’t assume your area works the same way. Check with your specific county or city office before you begin transacting business.
Step 6: Maintain Your Virginia Foreign Corporation
To keep your corporation compliant in the state of Virginia, you’ll need to adhere to Corporation Commission requirements.
Both stock and nonstock corporations must file an annual report each year, due the last day of the month your business was originally registered in Virginia. There’s no fee for filing the report itself, but there are registration fees due along with the report.
The State Corporation Commission mails an Annual Assessment Packet, which includes your fee assessment and a pre-printed annual report form, about 75 days ahead of the due date. You can view a comprehensive fee schedule on the SCC website.
Let Virginia Registered Office Handle Your Filing
Get registered in Virginia without the hassle. For $100 plus state fees, Virginia Registered Office can file on your behalf. We’ll handle your foreign registration, include a year of registered agent service, and provide a business address to use.
We’ll also scan and upload any incoming state documents for free, that way you never miss a time-sensitive notice from the state.
Frequently Asked Questions
How much does it cost to register a foreign corporation in Virginia?
Registering a foreign corporation in Virginia requires a $25 filing fee, plus a charter and entrance fee that depends on your corporation type.
If you’re a stock corporation, your entrance fee is calculated based on your number of authorized shares. With 1,000,000 or fewer authorized shares, the fee is $50 for every 25,000 shares or fraction thereof. With more than 1,000,000 authorized shares, the fee is a flat $2,500. You can calculate your entry fee using Virginia’s charter fee schedule.
If you’re a nonstock corporation, you’ll pay a flat $50 entrance fee, in addition to the $25 filing fee, for a total of $75.
How much will I have to pay the state each year for my Virginia Corporation?
Foreign stock corporations owe an annual registration fee based on the number of authorized shares they’ve issued, starting at a base $100 fee for businesses with 5,000 shares or less and increasing by $30 per additional 5,000 shares, up to a maximum of $1,700 for corporations with 270,000 or more authorized shares. Nonstock corporations pay a flat $25 annual registration fee instead.
What happens if I don’t file my Virginia Annual Report?
Failing to file your annual report or pay your annual registration fee on time puts your corporation out of good standing right away. You’ll have a five-month window to file your annual report before the Corporation Commission terminates your corporation’s existence, meaning you can no longer do business in the state.
What documents do I need to provide to register my corporation in Virginia?
To register your foreign corporation, you’ll need certified copies of your original articles of incorporation or trust documents, along with any amendments, mergers, conversions, or domestications affecting your business.
How do I know if I need to register my out-of-state corporation?
If you’re selling products through your business, hiring employees, or maintaining an office, you’ll likely need to register your corporation. Some temporary activities, or ones where you partner with another local business or contractor, may be an exception to this requirement.
You can review Virginia’s state code for a more thorough answer: see Virginia Code § 13.1-919 for non-stock corporations, and § 13.1-757 for stock corporations.
Is registering my foreign corporation in Virginia the same as domestication?
No. Foreign registration simply gives you authority to operate in Virginia. Domestication permanently changes your home state to Virginia. You can learn more about domestications in Virginia on the SCC website.
Can I use my corporation’s original name if it’s already taken in Virginia?
If your original corporation name is too similar to an existing business registered in Virginia, you’ll need to choose a designated name to include on your application. Your original corporation name will still be on file with the SCC.