The Virginia foreign LLC registration guide

Under Virginia law an LLC is foreign if another state or country formed it. Registering leaves that unchanged: the law of the state or country where the LLC is formed governs its formation, its internal affairs and the liability of its members and managers, and the Commission cannot deny a certificate because that law differs from Virginia's. A registered foreign LLC also gets no more rights than a Virginia LLC has.

The name of the LLC must meet the Virginia naming section; if it cannot be used, the LLC gives a designated name that does. To hold a name in advance, use Form SCC631: $10 buys 120 days.

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. The SCC's own checklist puts it this way: 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 it near the end, when the rest is signed, because its date starts counting at certification.

Virginia charges $100. Each filing on the Commission's fees page has an online route and a printable-form route. Extra documents in the same filing carry $25 apiece.

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. The amount is $50. The Commission mails an assessment each year, but the duty to pay does not depend on the mailing. A fee that is late carries a $25 penalty, and 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.

Three things can end it. An unpaid annual fee ends it automatically after 3 months. The Commission can cancel it on grounds such as continuing to exceed or abuse its authority; failing to keep a registered office or agent; failing to file a document the chapter requires; no longer existing under home law; and a conviction under 8 U.S.C. 1324a(f) for a pattern of employing unauthorized aliens, after a rule to show cause. And a registered agent's resignation not followed by a statement of change leads to a notice and then cancellation.

Form LLC1056, the Application for Certificate of Cancellation, costs $25. It states the LLC's name, home jurisdiction and Commission identification number; any merger or conversion; that the LLC is not transacting business in Virginia and surrenders its registration; that it revokes its registered agent's authority to accept service and appoints the clerk of the Commission as its agent for claims from the time it was authorized; a mailing address for that process; and a promise to report future changes of that address, and it is not issued without a statement that the LLC has filed returns and paid all state taxes to the time of the certificate, or that no returns or taxes are required. See the cancellation page.

A registered LLC forgets its annual fee, pays the $50 and the $25 penalty late, and $75 clears the year. A second LLC waits past the cutoff and is canceled. To return it pays $100 plus the fees and penalties it missed, which for one missed year comes to $175.

Registering and domesticating are different. When an LLC registers, it stays formed under its home state's law and gains permission to work in Virginia. Domesticating makes it a Virginia LLC instead, on Form LLC1077, for $100. This guide is about registering.

Virginia requires certain words in the name for each kind of entity. The Commission's checklist has a table of the words by business type, and an LLC name carries one of the LLC designations.

The Commission looks at its records each year, assesses the annual registration fee against each foreign LLC registered in Virginia and sends a statement to the LLC. The statement is a convenience; the duty to pay does not depend on receiving it.

Three records stay current: the annual fee, the registered agent (a statement of change at no charge whenever the agent changes) and the principal office address (also at no charge).

Corporations, nonprofits and limited partnerships register on their own forms. A corporation files Form SCC759/921 and its entrance fee grows with its authorized shares. The corporation page covers it.