Virginia Foreign Corporation
If you own a corporation outside Virginia but plan to conduct business in the Commonwealth, you’ll need to register as a Virginia foreign corporation. This requires filing an Application for Certificate of Authority with the Virginia State Corporation Commission, and paying the associated $75 fee. In this guide, we’ll go over the application process so you can obtain a Certificate of Authority yourself:
- Obtain Certified Copies
- Verify Your Company Name
- Choose A Registered Agent
- Calculate Your Fees
- File Application for Certificate of Authority
Alternatively, you can hire us as your Virginia registered agent and you can choose to have us for your foreign corporation for you.
How to Register as a Foreign Corporation in Virginia
1. Obtain Certified Copies
The Virginia Corporation Commission requires foreign corporations to acquire certified copies of key documents before registering to do business in Virginia. This includes:
- Articles of Incorporation
- Amendments to Articles of Incorporation (if applicable)
- Mergers (if applicable)
Each state sets its own fee for certified copies, so you’ll have to check in with your Secretary of State (or equivalent office) for that price. Certified copies can range from $11 plus $0.50 for every additional page (West Virginia) to $52 plus $2 for every additional page (Delaware).
2. Verify Your Company Name
If you’re registering an existing business in Virginia, you’ll likely want to keep your company name. However, you should check your name with the Name Availability option on the Virginia Clerk’s Information System (CIS). If your name is too similar to an existing name or doesn’t meet Virginia’s naming requirements, you’ll have to choose a different one.
Here are some points to consider before you submit your business name:
- Permitted characters – Your name may ONLY include the following marks: letters or the English or Arabic alphabet, Roman numerals, as well as apostrophes, colons, semi-colons, commas, dashes, minus signs, plus signs, equal signs, parentheses, periods, and *, @, #, $, %, ?, !, and &.
- Required words – All corporations must include one of the following words or abbreviations: “company,” “corporation,” “Co.,” “Corp.,” “incorporated,” “Inc.,” “limited,” or “Ltd.”
- Distinguishable – All names must be distinguishable from each other on the public record so that no two names are easily confused. The state does not permit different entity types with the same name (for example: “Business LLC” and “Business Inc.”). And it does not consider articles, conjunctions and prepositions (like “and,” “of,” “the,” “or,” and “for”) as distinguishing enough.
Virginia’s Business Entity Names FAQ describes it this way:
As an example, the core name of ABC, Inc. [ABC] is distinguishable from the core name of ABCs Inc. [ABCS] because of the “s.” However, the core names of ABC of Virginia, Inc. and ABC Virginia Company are the same [ABCVIRGINIA] and, therefore, these entity names are not distinguishable.
Can I reserve a name before I register my corporation?
NOTE: If you choose to reserve your name for one year you’ll also have to provide a Certificate of Good Standing from your home state.
3. Choose a Registered Agent
All Virginia corporations, whether foreign or domestic, are required to have a Virginia Registered Agent. Your registered agent must physically located in Virginia and available to accept service of process (legal documents) on behalf of your corporation. You cannot be your own registered agent in Virginia.
4. Calculate Your Fees
All foreign corporations must pay a base fee of $25. Nonstock corporations must pay an additional $50 for $75 total. But stock corporations have to pay extra, depending on how many authorized stock shares they have.
For every additional set of 25,000 shares, stock corporations are required to pay $50 (up to 1 million authorized shares). For example, corporations with 25,000 shares pay $75, while corporations with 100,000 shares pay $225. All corporations with more than 1 million authorized shares pay a flat $2,525.
See our Filing Fees for Foreign Corporations page for the complete breakdown of fees.
5. File Application for Certificate of Authority
To officially do business in Virginia, you need to submit an Application for Certificate of Authority to the Virginia Corporation Commission. The filing itself must include:
- Name of corporation
- Designated name (if your corporation’s name is invalid in VA)
- State or jurisdiction of incorporation
- Original date of incorporation
- Duration (most people choose “perpetual”)
- Principal office address
- Registered agent name and address
- Names and business addresses of corporate officers
- Names and business addresses of corporate directors
- Number of authorized shares
- Authorized signature (must be from your president, chairman or vice chair of your board of directors, or any authorized officer)
- In addition to this application, you’ll have to provide the certified copies of your articles of incorporation, plus any applicable amendments and/or mergers.
NOTE: Your articles of incorporation must have been certified by your home state within the last 12 months.
How do I submit my application for certificate of authority?
You can submit your application for certificate of authority online, by mail or in person.
Online: Clerk’s Information System
Virginia State Corporation Commission
P.O. Box 1197
Richmond, VA 23218-1197
Virginia State Corporation Commission
1300 E. Main St., 1st Floor
Richmond, VA 23219
Virginia Foreign Corporation FAQ:
What is a foreign corporation?
A foreign corporation is a corporation that’s formed in one state but does business in another. For example, a corporation formed in Delaware that does business in Virginia would be considered a Virginia foreign corporation.
What does “doing business” mean in Virginia?
“Doing business” might sound vague, but it’s actually a legal phrase that determines whether or not you need to apply as a foreign corporation in Virginia. In general, “doing business” refers to any corporate activity in which there’s an exchange of money. While Code of Virginia § 13.1-757 does not specifically stipulate what these activities are, “doing business” does NOT refer to:
- Involvement with legal proceeding
- Meetings of the board of directors or shareholders
- Maintaining bank accounts
- Maintaining offices for the transfer, exchange or registration of corporate securities
- Using independent contractors for sales
- Owning property
- Interstate commerce
This list is not exhaustive. Typically, if you have a storefront or employees n the state, you’ll need to register your corporation. If you have questions about whether or not your corporation is doing business in Virginia, you may want to consult an attorney.
Do I have to file a Virginia annual report as a foreign corporation?
Yes. All corporations registered in Virginia—including foreign corporations—must complete a Virginia annual report and pay a registration fee. Only corporations are required to file an annual report in Virginia.
How do I move my corporation to Virginia?
If you want to move your corporation from your home state to Virginia, you may want to go through the process of domestication. Registering as a foreign corporation means that you’ll be permitted to do business in Virginia, but your corporation will still be registered in your home state.
Domestication will change your state of incorporation to Virginia, and you will no longer be incorporated elsewhere. To domesticate your business in Virginia, you need to file Virginia Articles of Domestication ($25) online.
Virginia Registered Agent Services
Located in the capital of Virginia, we can capably act as your registered agent today