Frequently Asked Questions
Foreign Business Entities
The Clerk’s Office REJECTS almost 40 percent of the
applications to transact business in Virginia that it receives from foreign business
- The application has not been completed in its entirety; or
- The application was not submitted with an authenticated copy of the business entity’s
Does my company need to register with the Commission before
transacting business in Virginia?
A foreign corporation, limited liability company, business trust, limited partnership
or registered limited liability partnership (i.e., organized or existing under the
laws of a state or jurisdiction other than Virginia) may not transact business in
Virginia until it obtains a certificate of authority or certificate of registration
from the State Corporation Commission.
Certain limited business activities, however, are specifically excluded from the
definition of "transacting business."
The Clerk’s Office will not be able to help you determine whether a particular business
activity or situation falls within one of the exceptions to the definition of “transacting
business.” This question calls for a legal opinion, which the staff is not authorized
to issue. Accordingly, we suggest that you contact an attorney licensed to practice
law in Virginia if you believe a business entity may be exempt from the filing requirement.
As to the consequences of transacting business in Virginia without authority:
What is the difference between registering and domesticating
a foreign business entity?
When a foreign business entity “registers” with the Commission, it obtains a certificate
of authority or registration to transact business in Virginia. It remains incorporated,
organized or formed, however, under the laws of the foreign jurisdiction after registering
Domestication is the process by which a foreign corporation, limited liability company
or business trust becomes a Virginia corporation, limited liability company or business
trust. That is, the business entity ceases to be incorporated, organized or formed
under the laws of the foreign jurisdiction and instead becomes incorporated, organized
or formed under the laws of Virginia.
A foreign corporation, limited liability company or business trust can domesticate
in Virginia if, and only if, the laws of the foreign jurisdiction specifically authorize
such “re-domestications.” This process will usually entail the filing of an “exiting”
document in the foreign jurisdiction.
Under Virginia law, only a foreign corporation, limited liability company or business
trust can domesticate as a Virginia business entity, and it cannot change its entity
type incident to the domestication process. In other words, a foreign corporation
can only become a Virginia corporation, etc.
The laws of some foreign jurisdictions classify a domestication as a “conversion”
because the business entity is allowed to change its entity type incident to the
process of domesticating. The Clerk’s Office will recognize such enabling statutes,
but not allow a business entity to change its entity type when it domesticates as
a Virginia business entity.
How do I register a foreign business entity to transact
business in Virginia?
Most foreign business entity registrations may be submitted online. Regardless, please read the information below before submitting an application to transact business in Virginia.
- For foreign stock corporations, use form SCC759/921.
- For foreign nonstock corporations, use form SCC759/921.
- For foreign limited liability companies, use form LLC-1052.
- For foreign business trusts, use form BTA1242.
- For foreign limited partnerships, use form LPA-73.54.
- For foreign registered limited liability partnerships, use form
Step 2: From the secretary of state or other custodian of business entity records
in the state or other jurisdiction in which the business entity is formed or existing,
obtain an authenticated (i.e., certified) copy of the business entity’s organizational
documents, including all amendments. Exception: a registered limited liability partnership
will need to provide a certificate of status instead of its organizational documents.
Step 3: Determine the correct amount of fees that are needed with your application.
- For foreign stock corporations, see Corporation Entrance Fee Schedule. Note: the
entrance fee is based on the number of authorized shares set forth in the corporation's
articles of incorporation, not on the number of shares that are issued and outstanding.
- For foreign nonstock corporations, the fees total $75.
- The fee is $100 for foreign limited liability companies, business trusts, limited
partnerships, and registered limited liability partnerships.
Step 4: Forward the application, documents and fees to the Clerk's Office as
directed on the back of the application.
What is an authenticated copy?
Upon request and, usually, the payment of a fee, the secretary of state or other
official custodian of business entity records in a jurisdiction will make a copy
of a document on file in his or her office and attach a certificate to the copy
stating that it is a “true and correct copy,” or words to that effect. A copy of
The custodian’s certificate will indicate the date the custodian authenticated the
copy, and this date must be within 12 months of the time the document is submitted
and filed in the Clerk's Office. If a copy of a document was authenticated
more than 12 months prior to submission to the Clerk's Office, you will need to
obtain a new authenticated copy.
After an organizational document is filed, some jurisdictions will return the original
instrument to the filer after it has been placed to record. Although this document
may have been stamped "Filed," it will not suffice for an authenticated copy because
there will be no certification by the official custodian of governmental records
that it is a true and correct copy of the document on file.
We cannot accept a certificate of existence in lieu of an authenticated copy of
the business entity’s organizational documents.
What is a registered agent?
Please refer to FAQs regarding Registered Agents
If a business entity does not have a business office in
Virginia, is a registered office required?
Yes. The registered office is defined as a business office of the registered agent,
which must be located in Virginia. If a foreign business entity’s proposed registered
agent does not maintain a business office in Virginia, the person is not qualified
to serve as its registered agent in Virginia. Please refer to FAQs
regarding Registered Agents for more information.
What are a business entity’s obligations to the Commission
Beginning in the calendar year after obtaining authority to transact business in
Virginia, a foreign business entity is required to pay an annual registration fee.
If the entity is a foreign corporation, it will also be required to file an annual
report, which is generated by the Commission and mailed to the registered agent
about 3 months before it is due.
In addition, the business entity is required to file an authenticated copy of all
instruments of amendment or merger within 30 days of the effective date of the instrument’s
filing in the business entity’s home state.
Additional information is available at Notice to Foreign
Corporations and Notice to Foreign Limited Liability Companies.
Does my company need to register with any other Virginia
Yes. The business entity will need to register with the
Virginia Department of Taxation.
and, if it has employees in Virginia, the
Virginia Employment Commission.
In addition, there are certain regulated business activities in Virginia that require
a separate license or registration. Some common examples include contractors, realtors,
insurance agents and providers of professional services.