Virginia foreign LLC registration: send the paper Virginia actually asks for

The Commission cannot take a certificate in place of the certified copy, and it cannot take the original articles either. The copy must be complete, with its certification, and the certification date can be no more than 12 months old. We request it from your home state and check its date before we file.

The fee for a foreign LLC is $100. A foreign limited partnership pays $100. A foreign corporation or nonprofit pays from $75 and up, because its fee grows with its authorized shares. The Commission also charges $25 for each individual document filed, even when several arrive under one certification.

Virginia requires the LLC to keep a registered office that may be the same as any of the LLC's places of business and a registered agent. The agent is one of three kinds of person: an individual who lives in Virginia, whose business office is the registered office, and who is a member or manager of the LLC, a member or manager of an LLC that is a member or manager of it, an officer or director of a corporation that is, a general partner of a partnership that is, a trustee of a trust that is, or a member of the Virginia State Bar; or a corporation, nonstock corporation, LLC or registered limited liability partnership authorized to do business in Virginia, with its business office at the registered office, that is not the LLC itself and that names in a notarized writing one or more people at that office to receive service; or a Virginia resident who is an employee of the LLC, other than a member or manager, designated in writing as the person to receive service and available during regular business hours at the registered office. We can act as the agent in the second category, or you can name another qualified person. The agent page has the detail.

A foreign LLC that has not paid by the last day of the third month after the due date stops being authorized to transact business, and its registration is canceled on that day, whether or not the Commission has mailed its notice. That is cancellation without an order or a hearing, so the date is a hard deadline.

The statute says a foreign LLC may not transact business until the Commission issues it a certificate of registration, twelve activities named in the statute do not count, and the statute says the list is not exhaustive. Whether your own activity falls on the safe side of the list is a legal judgment, and a Virginia business lawyer can tell you. The full list is on the doing business page.

An amended application, Form LLC1055, costs $25 and is needed for a change of the LLC's name, a change of its jurisdiction of formation, or abandoning or changing a designated name. Most amendments need a fresh certified copy from the home state. Moving the registered office or agent costs nothing, and neither does moving the principal office.

A canceled LLC can ask to be reinstated within 5 years, for $100 plus the annual fees and penalties it missed.

Prefer to do it yourself? The self-filing page runs through it. Otherwise our part is to collect the facts, request the certified copy, write Form LLC1052 and file it; we charge $199, and Virginia's fee is billed apart.