Virginia Foreign Registration / Wyoming route
A Wyoming LLC and Virginia registration
A Wyoming LLC pays Virginia $100 for Form LLC1052 and the annual fee of $50, which makes $350 over five years. The certified copy of its articles is priced by Wyoming and quoted when you order, while Wyoming bills its $60 annual minimum separately.
Wyoming and Virginia compared
| Point | Wyoming (home) | Virginia |
|---|---|---|
| Home paper | A certified copy of the articles, priced by Wyoming | Certified within 12 months, with all amendments |
| One-time registration | None; Wyoming already has the LLC | $100 |
| Recurring | $60 minimum | $50 fee |
| Agent | A Wyoming agent | A Virginia agent |
What the Wyoming formation documents are
A Wyoming LLC's formation document is its articles of organization. Amendments follow as articles of amendment. Virginia wants the whole set certified, since the application has to show the LLC as it stands.
Entering a Wyoming LLC on the form
Put Wyoming down as the state of formation, use a Virginia address as the registered office, and name an agent who qualifies in Virginia.
The Wyoming paper
Virginia needs 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. A Wyoming certificate of good standing, which Wyoming lists at $0, does not do the job. Ask the Wyoming Secretary of State for a certified copy of the articles and every amendment.
Yearly costs
Virginia's fee is $50. Wyoming's annual minimum is $60. Between them that is $110 a year.
Separate agents
A Wyoming registered agent serves Wyoming. Virginia needs its own agent at a registered office in the Commonwealth.
Working in Virginia before registering
For a Wyoming LLC that has already worked in Virginia, the exposure falls on individuals who knew registration was required: $500 to $5,000 each. The penalty page works through the detail.
Five years in two states
Five years cost Virginia $350: the application plus five annual fees. Wyoming's $60 minimum is extra each year, $300 across the five.
What Wyoming sells and what Virginia needs
Wyoming lists its certificate of good standing at $0, but Virginia does not take one. It needs the certified copy of the articles, which is a different document with a different price set by Wyoming.
Planning the request
Ask Wyoming for the certified copy last, after the name, the agent and the form are settled, so that its certification is current on the day you file. If the date ages out, request another.
Wyoming and the Virginia registered office
The Virginia registered office can be the same as one of the LLC's places of business, and it has nothing to do with the Wyoming registered agent.
A worked example
Two partners own a Wyoming LLC that sells furniture online and stores it in a Roanoke warehouse. They appoint a Roanoke agent, order the certified copy and file for $100. Twelve months later Virginia's fee is $50 and Wyoming's minimum is $60.
If the annual fee is paid late
Paying the $50 annual fee late adds $25, so $75. If it is still unpaid 3 months after the date, Virginia cancels the registration with no hearing.
If Virginia cancels the registration
A Wyoming LLC that Virginia canceled can ask to come back within 5 years. Virginia charges $100 plus every annual fee and penalty the LLC skipped, which is $175 after one missed year.
What does not recur
Moving the registered office or agent, resigning as agent and moving the principal office are all free at the Commission. The annual fee is the only recurring Virginia charge, and Wyoming's minimum is billed apart.
Leaving
A Wyoming LLC that is finished in Virginia files Form LLC1056 at $25; the cancellation page has the particulars.
How a Wyoming 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 Wyoming certified copy
Of the articles and every amendment.
File Form LLC1052
With the $100 fee.
Wyoming LLC questions
Does Virginia accept a Wyoming good standing certificate?
No. It wants a certified copy of the articles and any amendments.
Does Virginia charge my Wyoming 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 Wyoming LLC get the certified copy?
From the Wyoming office that keeps its formation records.
Does Wyoming price a certified copy like a good standing certificate?
No. Wyoming sets the price of each document separately, and quotes the certified copy when you order.
Does Wyoming's good standing certificate help?
Not for Virginia, which asks for a certified copy of the articles.
What does a Wyoming LLC need to attach?
A certified copy of its articles of organization and every amendment, certified within the last 12 months.
What is Wyoming's annual minimum?
$60.
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
- Wyoming Secretary of State, Business Division fee schedule
- Code of Virginia 13.1-1015, registered office and registered agent
- Code of Virginia 13.1-1064, penalty for failure to pay annual registration fees
Working in Virginia?
Order now and the application goes in with the right paper attached.