Virginia Foreign Registration / Delaware route
A Delaware LLC and Virginia registration
A Delaware LLC starts at $150: $100 for Virginia Form LLC1052 plus $50 for a copy of its formation certificate certified by Delaware. With Virginia's $50 annual fee the first year reaches $200, and Delaware's $400 tax is billed on its own.
Delaware and Virginia compared
| Point | Delaware (home) | Virginia |
|---|---|---|
| Home paper | $50 per certified copy | Certified within 12 months, with all amendments |
| One-time registration | None; Delaware already has the LLC | $100 |
| Recurring | $400 tax | $50 fee |
| Agent | A Delaware agent | A Virginia agent |
What the Delaware formation documents are
A Delaware LLC's formation document is its certificate of formation. Amendments are filed as certificates of amendment. Virginia wants the whole set, certified together or separately, since the application has to show the LLC as it stands.
A second example, with an amendment
A Delaware LLC that filed one amendment needs two certified documents. At $50 each that is $100 at home; the Commission also charges $25 for each document it files.
Entering a Delaware LLC on the form
Put Delaware down as the state of formation. Give a Virginia address for the registered office, name an agent who qualifies, and list as principal office the place where the company is really run.
The Delaware 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. In a Delaware LLC's case that means certified copies of its certificate of formation and each amendment, $50 per certified copy. Delaware's $50 good standing certificate is not a substitute.
Two clocks in two states
Delaware's $400 tax falls on June 1 and carries $200 more if late. Virginia's $50 fee comes due at the end of the twelfth month after the registration month. Neither state's date moves the other.
Working in Virginia before registering
Individuals who did a Delaware LLC's business in Virginia knowing registration was required face a penalty of $500 to $5,000. The penalty page has the detail.
If the Delaware LLC changes its name
A name change in Delaware means two filings. Delaware charges $200 for the amendment, and Virginia then needs Form LLC1055 at $25 with a fresh certified copy.
Delaware's own cancellation
Leaving Virginia does not end the Delaware LLC. Cancelling the Delaware LLC is a separate Delaware filing, at $200.
Five years in two states
Virginia takes $350 over five years, counting the application and five annual fees. Delaware's tax is $400 each year on top, $2,000 over five years.
Delaware certified copies and extra pages
Delaware charges $50 for each certified copy, and $2 a page when its office supplies the copies to be certified. A certificate of formation with several amendments costs more than one with none.
A worked example
A single-member Delaware LLC selling software sets up in Norfolk. It appoints a Norfolk agent, pays $50 for the certified copy and $100 to file: $150. Twelve months later come Virginia's $50 and Delaware's $400, which puts the first year at $600.
If the annual fee is missed
A late annual fee carries a $25 penalty, which makes $75 in all. 3 months after the due date the registration is canceled without an order or a hearing.
Coming back after cancellation
An LLC canceled for a missed annual fee has 5 years to ask for reinstatement. The price is $100 plus each annual fee and penalty it missed, so one missed year comes to $175.
Who can be the Virginia agent
The agent can be a Virginia-resident individual connected to the LLC or on the State Bar, an entity authorized here with its office at the registered office, or an LLC employee who lives in Virginia and is designated in writing. We can act as an authorized entity, and any qualified person you name works as well.
Leaving
The way out is Form LLC1056 for $25, covered on the cancellation page. Delaware needs its own steps.
How a Delaware LLC gets Virginia registered
Choose the Virginia agent
A qualifying resident, entity or employee.
Check the Virginia name
Use a designated name if needed.
Request the Delaware certified copy
At $50.
File Form LLC1052
With the $100 fee.
Delaware LLC questions
Does a Delaware good standing certificate help?
Not for Virginia, which asks for the formation certificate certified, along with any amendments.
Does Virginia charge my Delaware LLC every year?
Yes, $50.
Do I need a Virginia agent?
Yes.
What do five years cost in Virginia?
$350 for the application and five annual fees.
Where does a Delaware LLC get the certified copy?
From the Delaware office that keeps its formation records.
Does Delaware charge for amendments too?
Yes. Each certified copy is $50, and each amendment is its own document.
Does a Delaware name change require a Virginia filing?
Yes, an amended application at $25.
Does leaving Virginia end the Delaware LLC?
No. Delaware cancellation is a separate filing.
What does Delaware charge for a certified copy?
$50.
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
$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.
Sources
- SCC, foreign limited liability company forms and fees
- SCC, foreign business entities FAQ
- SCC, foreign registration checklist
- SCC, charter fee and entrance fee schedule for domestic and foreign corporations
- Code of Virginia 13.1-615.1, charter and entrance fees for corporations
- Instructions to Form SCC759/921, application for certificate of authority
- SCC, foreign limited partnership forms and fees
- State Corporation Commission, Office of the Clerk
- Code of Virginia 13.1-1051 to 13.1-1059, foreign limited liability companies
- Code of Virginia 13.1-1062, annual registration fees of limited liability companies
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Code of Virginia 13.1-1064, penalty for failure to pay annual registration fees
- Code of Virginia 13.1-1015, registered office and registered agent
Working in Virginia?
Order now and the application goes in with the right paper attached.