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Office of the Clerk

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 entities because:

  • The application has not been completed in its entirety; or
  • The application was not submitted with an authenticated copy of the business entity’s organizational documents.

Does my company need to register with the Commission before transacting business in Virginia?

What is the difference between registering and domesticating a foreign business entity?

How do I register a foreign business entity to transact business in Virginia?

What is an authenticated copy?

What is a registered agent?

If a business entity does not have a business office in Virginia, is a registered office required?

What are a business entity’s obligations to the Commission after registration?

Does my company need to register with any other Virginia governmental agencies?

 

 

 

 

 

 

 

 

 

 

 

 

 

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 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.

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?

Step 1: Obtain an application for a certificate to transact business in Virginia, read the instructions, and fully complete the application.

  • 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 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 Office of the Clerk 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 a document so certified is referred to as an authenticated copy.

The authenticated copy of the organizational documents that are to be submitted by a foreign business entity with its application for a certificate to transact business in Virginia must be the original authenticated copy. We cannot accept a copy of the authenticated copy.

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 Office of the Clerk. 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 after registration?

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 governmental agencies?

Yes. The business entity will need to register with the Virginia Department of Taxation.External Link logo and, if it has employees in Virginia, the Virginia Employment Commission.External Link logo

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.