Register a Virginia Foreign LLC
A Virginia Foreign LLC is an LLC that was formed in a state or jurisdiction outside of Virginia but conducts business in Virginia. Foreign LLCs must file an Application for Certificate of Registration with Virginia's State Corporation Commission and pay the $100 filing fee before they can legally do business in the state. Some activities that are usually considered doing business in Virginia include leasing or owning an office or storefront, paying employees, or making sales and providing retail or professional services in the state of Virginia.
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How to Register a Foreign LLC in Virginia
The process to register as a foreign LLC is called foreign qualification. To qualify as a foreign LLC in Virginia, you’ll need to file an Application for Certificate of Registration to Transact Business in Virginia with the VA State Corporation Commission.
1. Obtain Certified Copies of Articles of Organization
To start, you’ll need a certified copy of the Articles of Organization from the appropriate governing body in your state. The copy’s certification date must be within twelve months of your foreign registration application submission. You’ll also need certified copies of each amendment to the articles and each business merger (if any).
How do I get a certified copy of my LLC's Articles of Organization?
You can obtain your certified articles from the issuing body in your LLC’s home state. For example, if you filed your Articles of Organization with Montana’s Secretary of State, you would need to contact Montana’s SOS and pay a $10 filing fee to get a certified copy of your articles.
2. Appoint a Virginia Registered Agent
Next up, you’ll need to choose a Virginia Registered Agent. Your agent can be an individual resident of the state or a registered agent service provider like Northwest. Whichever option you select, the agent must have a physical address in Virginia and be available to accept legal mail during business hours.
Can I be the registered agent for my Virginia Foreign LLC?
You can only act as your own agent if you live in Virginia, but most foreign LLC owners hire a professional registered agent service.
Why hire a Virginia registered agent service?
A professional registered agent can make your life a lot easier. Not only will they be around during regular business hours to accept important mail for your business, but they can also help you live privately by letting you use their name and address on your registration documents instead of yours.
3. Complete the Application for Registration
To register your foreign LLC in Virginia, you must file the Application for Certificate of Registration to Transact Business in Virginia as a Foreign LLC. On this form, you’ll include:
- the name of your LLC
- designated name (or “doing business as” name) if applicable
- jurisdiction of formation
- the LLC’s date of formation and whether the duration has an expiration or is perpetual
- the LLC’s principal office address in Virginia
- the name of your LLC’s registered agent in Virginia and their relationship to the LLC
- the Virginia registered agent’s office address
- date and signature of a member, manager, or authorized party
Bear in mind that if the name of your LLC violates Virginia’s naming laws or is already in use by another Virginia company, you must pay $10 to register under a “doing business as” name. This name does not need to include “LLC.”
If you’re all set, you can register your Virginia Foreign LLC with Northwest today.
How much does it cost to file a foreign LLC registration application in Virginia?
It costs $100 to file the Application for Certificate of Registration form. There is no additional fee to file online. Online filers have the option of speeding up their filings. For one day service, Virginia will charge you $100. For same day service, expect to pay $200.
How do I file my Virginia foreign LLC registration application?
You can file your Virginia foreign LLC registration application online, by mail, or in person. Filing by mail or in person requires you to download, print, fill out, and submit the application to the corresponding address.
Online:
Virginia’s CIS Online Business Filings
By Mail:
State Corporation Commission
Clerk’s Office
PO Box 1197
Richmond, VA 23218-1197
In Person:
State Corporation Commission
1300 E Main St, 1st Floor
Richmond, VA 23219
Do I need a Certificate of Good Standing from my LLC's home state?
Nope. Instead of a Certificate of Good Standing, Virginia requires certified copies of your LLC Articles of Organization.
4. Find Foreign Registration Documents Online
Once you submit your registration application, you can find a copy of it in your online account and Virginia’s Business Entity Search.
How long does it take for the state to process the Virginia Application for Registration?
Mailed filings can take up to three weeks to be processed. Online filings are generally processed in 3-4 days. You can pay $100 extra for one-day service, or $200 for same-day filing service.
Virginia Foreign LLC Registration FAQ
How do I amend a foreign LLC in Virginia?
You can amend your Virginia foreign LLC application by filing an Amended Application for Registration as a Foreign Limited Liability Company. You must attach a certified copy of your LLC’s instruments of amendment, correction, or merger to the application. The certified copy of each document must have been filed in its jurisdiction of formation and authenticated within twelve months of filing the amended application. You may file the amended form online, by mail or in person to the State Corporation Commission. The filing fee is $25.
What does doing business mean in Virginia?
Generally, you are doing business in Virginia if you have an employee, office, or business warehouse in the state. Although Virginia’s statutes don’t specify what counts as doing business, state law does offer guidance on what is not doing business. Generally, you’re not doing business in Virginia if you are only:
- maintaining, defending, or settling a legal proceeding
- holding meetings with members or managers to discuss internal affairs
- maintaining bank accounts
- owning real property in Virginia without doing more
- selling products there through independent contractors
Read more: What Exactly Does Doing Business in Another State Mean?
Does a foreign LLC have to file an annual report in Virginia?
All domestic and foreign entities in Virginia must file an annual report. The Clerk’s Office sends the annual report form to your registered agent approximately two months before it is due, and you may file it early. The earliest you can file is as soon as the Commission makes it available and, although there is no annual report fee, there is an annual registration fee of $50. You must pay this fee by the last day of the month you registered your foreign LLC. For example, if you registered your foreign LLC on May 28th, 2022, this fee will be due by May 31st, 2023, and each year following.
How can I withdraw my Virginia foreign LLC?
You can withdraw your foreign LLC in Virginia by filling out the Application for a Certificate of Cancellation to Cancel a Certificate of Registration to Transact Business in Virginia by a Foreign Limited Liability Company and submitting it to the State Corporation Commission. You’ll include a check of $25 made payable to the Commission. However, you must ensure that all fines and fees associated with your foreign LLC are paid first. Otherwise, you’ll incur additional fines and penalties.
How are will my foreign LLC be taxed in Virginia?
Virginia LLCs, foreign and domestic, are taxed as pass-through entities by default, meaning the LLC itself doesn’t pay taxes. Instead, the profits pass through the LLC to the members, who report the profits as income on their personal tax returns. LLCs can also file with the IRS to be taxed as corporations.
For more information on Virginia taxes, check out our Virginia tax guide.
