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Virginia Foreign Registration / Filing it yourself

Filing Form LLC1052 without help

Registering a foreign LLC in Virginia without help is possible. The State Corporation Commission takes LLC1052 online or as a downloadable form, charges $100, and issues a certificate of registration. The step that catches people is the paper: Virginia wants a certified copy of the articles of organization (or other constituent documents) and every amendment, authenticated by the official who keeps company records where the LLC was formed.

Register in Virginia

Collect the facts

Have these ready: the exact company name, where and when it was formed and for how long, the Virginia registered office address, the agent's name and the principal office address. If the LLC was registered in Virginia before, find the old Commission identification number.

Check the name

The name of the LLC must meet the Virginia naming section; if it cannot be used, the LLC gives a designated name that does. Wanting to hold a name while you prepare? Form SCC631 reserves it for 120 days, for $10.

Choose the registered agent

Pick someone who qualifies. The agent is 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. The registered office can be the same as a place of business.

Order the right paper

Ask the home-state office for a certified copy of the articles of organization (or other constituent documents) and every amendment, authenticated by the official who keeps company records where the LLC was formed. In the words of the Commission's checklist: the copies must be complete documents with their certifications, certified by the secretary of state or other public official having custody of business records where the LLC was formed, dated within the last 12 months, and not the original articles or a certificate that merely certifies good standing. Order the copy last, so its date is fresh. A certificate of good standing will be turned away.

If the LLC has amendments or mergers

The copy of the articles has to include every amendment, and a certified copy of each merger, conversion or domestication goes in too where one exists. Each additional document adds a $25 filing fee at the Commission and a certification charge at home. Delaware, for one, charges $50 per certified copy.

Choose online or the form

The Commission's fees page offers online filing and a downloadable form for the foreign LLC application. The fee is $100 either way.

Complete the seven statements

The application states the LLC's name (or a designated name if its own is barred); its jurisdiction of formation and any earlier Virginia registration; its original date of organization and period of duration; the address of its proposed registered office in Virginia and the name of its registered agent there, with a statement of why that agent qualifies; a statement that the clerk of the Commission is irrevocably appointed its agent for service of process if the LLC fails to keep an agent; the address of its principal office; and a statement that it is a foreign limited liability company. Sign it in the name of the LLC.

Attach the paper and pay

Attach the certified copy and pay $100. A certificate of registration follows once the Commission finds the application compliant and the fees paid.

Once the certificate is in hand

Keep the certificate. Calendar the annual registration fee: a foreign LLC pays the annual registration fee on or before the last day of the twelfth month after the month it registered, and by the same date every year after. It is $50.

Where applications stall

Four things stall a Virginia application: a certificate of good standing sent in place of the certified copy, a certification older than 12 months, a copy that lacks an amendment, and a name the naming section bars. Each is cured by sending the right document.

Has the company already been working here?

The people who did the business knowing registration was required face a penalty between $500 and $5,000, imposed by the Commission, after the LLC and the individual have been given notice and an opportunity to be heard. The penalty page has the detail.

Using the online system

Online filing happens in the State Corporation Commission online system, CIS, which offers File Online or Download Form for each filing.

When the certificate comes

Store the certificate with the company's records. If the registered agent or the registered office changes, file a statement of change; it costs nothing. If the principal office address changes, file the statement for that; it also costs nothing.

Registering a protected series

A protected series LLC has a form of its own, Form LLC1099.23C, at $100. If your LLC is one, ask us before you start.

Two points from the Commission's checklist

Fees left over from an earlier Virginia registration must be paid before the LLC registers again, and the name on the application has to match the name on the articles unless Virginia bars it, in which case a designated name goes in. Both can hold up an application that is otherwise complete.

Letting us do it

Not keen on the paperwork? Hand it to us: we gather the facts, request the certified copy, write the application and file, for $199. Virginia's fee does not change.

The sequence for filing it yourself

  1. Gather the details

    Name, formation, offices, agent.

  2. Check the name

    Use a designated name if the real one is barred.

  3. Choose the agent

    A qualifying resident, entity or employee.

  4. Order the certified copy last

    Certified within 12 months.

  5. Complete and sign Form LLC1052

    Seven statements.

  6. File online or by form, and pay

    $100 to the Commission.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Filing it yourself questions

Can I file online?

Yes. The Commission offers online filing and a downloadable form.

Will a good standing certificate do?

No. Send a certified copy of the articles with every amendment.

How many statements does the application make?

7, from the name to the foreign-LLC statement.

Is the fee the same online and by form?

Yes, $100.

Do I pay for each document?

Each individual document filed carries a $25 filing fee.

May I file on paper?

The Commission offers a downloadable form, which you can print and mail.

What if the LLC changed its name before I file?

The certified copy must show the amendments, so it will carry the new name. Use that name on the application.

Does changing the agent later cost anything?

No.

What you pay

Register in Virginia

Virginia

$199

+ $100 Virginia fee

  • Form LLC1052, completed from a short questionnaire
  • Your certified copy of the articles, ordered so its date is still current
  • Registered agent in Virginia, if you want ours
  • Your certificate of registration, forwarded when it issues
  • Renewal: after the first year, the agent service renews at $149 a year
Register in Virginia

$100 is Virginia's fee for an LLC. Corporations and other entities pay their own fees, listed on the fees page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Working in Virginia?

Order now and the application goes in with the right paper attached.