Registering a Foreign Corporation in Virginia

The permission takes the form of a certificate of authority, issued by the Clerk's Office of the State Corporation Commission in Richmond. Any corporation chartered outside Virginia counts as foreign, even if most of its business happens here. Nothing new is incorporated. The certificate simply lets the existing company transact business in the Commonwealth.

One form serves two kinds of corporation. Form SCC759/921 is used by foreign stock corporations and foreign nonstock corporations alike. The Commission's checklist adds a sorting rule: read your certified articles, and if they say the company may issue shares, you apply as a stock corporation. This guide follows the stock version, which is governed by the Virginia Stock Corporation Act (Title 13.1, Chapter 9 of the Code).

You file in the Commission's Clerk's Information System, called CIS, or on paper by mail to P.O. Box 1197 in Richmond or by delivery to 1300 East Main Street. According to the form instructions, paying by card online adds no processing surcharge.

Until the Commission issues a certificate of authority, section 13.1-757 bars an out-of-state corporation from transacting business here. The statute never defines that phrase. What it offers is a list of things a foreign corporation can do without registering:

• Handling a lawsuit or arbitration, including mediating or settling it
• Directors' or shareholders' meetings and similar housekeeping
• Keeping accounts at financial institutions
• A transfer office for the corporation's own securities, or a trustee or depository for them
• Selling through independent contractors
• Soliciting or obtaining orders by any means, if acceptance happens outside Virginia before a contract exists
• Creating or acquiring debt, deeds of trust or security interests in property
• Collecting debts or enforcing a lien, then holding on to the collateral
• Owning, protecting and maintaining property
• One isolated transaction finished within 30 consecutive days and not part of a series
• Producing or filming motion pictures, television series, commercials or promotional films for under 90 consecutive days, when the footage leaves Virginia for processing, editing, marketing and distribution
• Being nothing more than a general partner in a limited partnership with no other Virginia activity
• Interstate commerce

Because the legislature did not claim the list is complete, something absent from it may still be exempt or may still count, and the facts decide. The section also stays silent on tax, regulatory and service-of-process questions, which other statutes answer. In practice, a Virginia office, employees working in the Commonwealth or regular local sales point toward registering. If your facts are in the gray area, a short consultation with a Virginia business attorney is cheaper than guessing.

Form SCC759/921 asks for the corporation's name (plus a designated name if one is needed), its home jurisdiction, the date it was formed and its duration, the officers and directors with business addresses, where the principal office is, plus the Virginia agent's name and the Virginia address of the registered office. It also asks for the number of shares the articles authorize, itemized by class. Authorized means the ceiling in the articles, not the shares issued. A principal office cannot be only a P.O. box. The chairman or vice-chairman of the board, the president, or another officer authorized to act signs.

Virginia does not charge a single price. The state's cost has two lines: a $25 filing fee, and an entrance fee of $50 for each 25,000 authorized shares or fraction of that, which reaches $2,500 once the articles authorize more than 1,000,000 shares. The Commission's published chart adds the lines together:

• Up to 25,000 authorized shares: $75
• 25,001 to 50,000 shares: $125
• 50,001 to 75,000 shares: $175
• The chart climbs in the same $50 steps to $2,525 for more than 1,000,000 shares

A corporation with a modest authorization therefore pays far less than one whose articles authorize millions of shares. The same logic applies later: if a home-state amendment raises the authorized total, the Commission collects the added entrance fee. When the articles state a sole purpose of rendering a licensed professional service, the filing needs an attachment naming each shareholder who will provide that service in Virginia and stating whether each is licensed there.

No good standing certificate is requested. Section 13.1-759(B) has the corporation deliver, along with the application, a copy of the articles of incorporation and every amendment, authenticated by the Secretary of State of the state where you incorporated, or by another official who keeps corporate records there. The form instructions add two conditions. Certification dated within the past year is required, and the certificate must describe each document as a true copy of the official file.

The Commission's checklist is blunt about what fails. It cannot accept the original articles, and it cannot accept a certificate that merely vouches for the company's existence or standing. Order the certified copy from your home state before you start, and expect that state to set the price. When the application is filed online, the copy is uploaded with it.

The name on the application must match the articles unless Virginia will not allow it. Under section 13.1-762, a stock corporation whose name does not end in Corp., Inc., Co., Ltd. or the spelled-out version may add one for Virginia use as a designated name. A corporation whose name is taken may use an available designated name if it tells the Commission. Doing business under a different name needs a separate fictitious-name filing.

Who can be the registered agent

Section 13.1-763 requires a registered office, which may share an address with a place of business, and a registered agent doing business from that address. The agent is one of two things. It can be an individual who lives in Virginia and is an officer or director, or a lawyer admitted to the Virginia State Bar. Or it can be an entity authorized in Virginia: a stock or nonstock corporation, an LLC or a registered LLP, domestic or foreign. An entity agent cannot also be the corporation's own agent, and it must name one or more people at its office, by notarized instrument, to take service.

The agent's only statutory duty is to forward process, notices and demands to the corporation. The Commission's FAQ lists availability during normal business hours among an agent's requirements, calls for a physical Virginia address, and does not accept a post office box except in very small towns with no street address. Changing the agent or the office is free, and the Commission mails its notices to the registered office.

Each year the corporation owes an annual registration fee and an annual report, both due by the last day of the twelfth month after the month it was authorized, and again every year after that. The Commission sends the notice to the registered agent two months before the due date, and you cannot pay until it is assessed. The fee is $50 when the articles authorize 5,000 shares or fewer. Above that it adds $15 for each 5,000 shares or fraction, capped at $850. Pay late and the penalty is 10 percent of the fee or $10, whichever is greater. If neither the fee nor the report arrives by the last day of the fourth month after the due date, the certificate is revoked automatically. Reinstatement is possible within five years if you pay what is owed and file the missing report.

Home-state changes follow you. When the corporation amends its articles, it files an authenticated copy of the amendment with the Clerk's Office within 30 days. A new corporate name or a new state of incorporation also requires an amended certificate of authority, filed for $25 plus any added entrance fee.

To leave, the corporation files Form SCC767/929, an application for a certificate of withdrawal, which costs $10. Section 13.1-767 will not let the Commission grant it unless the corporation states that it has filed its returns and settled its state taxes, or that no returns or taxes are due. Withdrawing before the due date also avoids that year's registration fee. Virginia taxes and local licenses are separate registrations.

Section 13.1-758 lists the consequences. A corporation doing business here without a certificate is locked out of Virginia courts as plaintiff until it is registered. Its successor, or the assignee of a related claim, is locked out too. A judge may also put a suit on hold to determine if the plaintiff needed a certificate at all.

Virginia also reaches individuals. Each officer, director and employee who does the business in Virginia knowing a certificate is required can be fined from $500 to $5,000, by the Commission or by a court, after notice and a chance to be heard. Two protections remain. Corporate acts are not undone by the lapse, and the company keeps the right to defend itself. In effect, the corporation has designated the Commission's clerk to receive lawsuits on its behalf.

For a corporation chartered in another state, Mainstay Filing's foreign qualification service handles the Virginia registration itself. It prepares the application, files it with the Commission, and attaches a Virginia registered agent. The first year of agent service is included, and renewal runs $149 annually. Give Mainstay Filing the company's facts and the certified articles; ordering that copy from the home state is not something Mainstay Filing does. Reports to the state and tax returns stay with the corporation.

The current checkout lines and total are shown on the Virginia foreign qualification page. If you only need the agent, see the Virginia registered agent page. Mainstay Filing is not a law firm. It files paperwork and serves as agent, so for borderline activity, ask a Virginia attorney.