COVID-19 Procedures: All business with the Commission should be through electronic filing systems, email, or by telephone. For public health safety, in-person visits to SCC offices are suspended. Filings or other deliveries are permitted by drop off at main entrance. On-site staff is minimal and processing of such deliveries may be delayed.
Foreign Business Entities
An entity already registered in another state or country is designated as a foreign business entity by the Commission and must qualify to conduct business in Virginia. You can file online through the Clerk’s Information System (CIS).
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."
- For foreign stock corporations, see § 13.1-757 of the Code of Virginia.
- For foreign nonstock corporations, see § 13.1-919 of the Code of Virginia.
- For foreign limited liability companies, see § 13.1-1059 of the Code of Virginia.
- For foreign business trusts, see § 13.1-1249 of the Code of Virginia.
- For foreign limited partnerships, see § 50-73.61 of the Code of Virginia.
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:
- For foreign stock corporations, see § 13.1-758 of the Code of Virginia.
- For foreign nonstock corporations, see § 13.1-920 of the Code of Virginia.
- For foreign limited liability companies, see § 13.1-1057 of the Code of Virginia.
- For foreign business trusts, see § 13.1-1247 of the Code of Virginia.
- For foreign limited partnerships, see § 50-73.59 of the Code of 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 UPA-138.
Step 1: 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 2: 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 3: File online or forward the application, documents and fees to the Clerk's Office as directed on the back of the application.
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.
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.
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 in Virginia.
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. Articles of Domestication can be filed online in the CIS.
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.
All Foreign Business Entities are required to have a Registered Agent in the state of Virginia. For more information, please refer to FAQs regarding Registered Agents.
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.
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.
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.
The most convenient way to withdraw a foreign Business Entity registration is online through the CIS.
Foreign Business Entity withdraws can also be accomplished by submitting a paper filing. Depending on the business type, the form used will vary. All withdraw forms can be found on our Forms & Fees page.