Virginia Foreign Registration / Doing business
Doing business in Virginia: when a foreign LLC has to register
Under Virginia law an LLC formed elsewhere obtains a certificate of registration before it transacts business, and the filing fee is $100. The Code never defines transacting business outright. Instead it sets out 12 activities outside the rule, noting that others may be outside it too. Deciding where your company's activity falls is a legal judgment for a Virginia business lawyer.
How the Code frames the question
The duty sits in one section and the exceptions in another. In short, 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. The exceptions therefore work as examples of safe activity, not as a complete fence.
The listed activities
The Code names maintaining, defending, mediating, arbitrating or settling a proceeding; meetings of members and other internal affairs; accounts in financial institutions; offices for the LLC's own securities; selling through independent contractors; soliciting orders that need acceptance outside Virginia; creating or acquiring debt, deeds of trust and security interests; securing and collecting debts and holding the property acquired; owning property without more; an isolated transaction completed within 30 days; shooting motion pictures, television series, commercials or promotional films for under 90 consecutive days when the footage is sent out of Virginia for processing and distribution; and serving, without more, as a general partner of a limited partnership that does no other Virginia business.
The list sorted by theme
| Theme | What is left out |
|---|---|
| Disputes and governance | Handling a proceeding or settling a claim; owner meetings and other internal matters |
| Money | Accounts at financial institutions; offices for the LLC's own securities; lending against property; collecting debts and enforcing the security |
| Selling | Independent contractors; orders accepted elsewhere before they bind |
| Assets and one-offs | Holding property with nothing else going on; a lone deal that finishes quickly and belongs to no series |
| Film work | Filming or acting in a production for under ninety consecutive days when the footage leaves Virginia for processing and distribution |
| Partnership interests | Being only a general partner in a limited partnership that has no other business in Virginia |
The thirty-day and ninety-day tests
Two exceptions carry a clock. An isolated transaction must be completed within 30 days and must not belong to a series of similar transactions. A film, television or commercial production counts as outside the duty only for a period shorter than 90 consecutive days. Both exceptions stop helping once the clock runs out.
The limits of the list
The Code says the list does not decide what makes an LLC subject to service of process or taxation, or what other Virginia laws require. It also says the term transacting business, as the section uses it, has no effect on personal jurisdiction. Staying outside the registration duty does not shield a company from suit or tax.
Everyday situations
A bank account in Virginia is on the list, and so is simple ownership of property. So are orders that are accepted outside the Commonwealth. A storefront, a warehouse or employees working here are not listed, so the general idea of doing business governs them. Remote workers, one big contract and online sales shipped into Virginia each depend on the facts.
Corporations
The corporation statute follows the same structure: a foreign corporation may not transact business without a certificate of authority. Its own list names 11 activities, among others. The corporation penalty works through individuals as well.
The film exception, in more detail
One exception is peculiar to Virginia's list: producing, directing, filming, crewing or acting in motion picture feature films, television series, commercials or promotional films, for fewer than 90 consecutive days, when the footage goes out of Virginia for processing, editing, marketing and distribution. A production that runs longer than that is outside the exception.
General partners of limited partnerships
A further exception covers an entity that is only a general partner of a limited partnership, directly or through another partnership, where that limited partnership does no other Virginia business. The words "without more" matter: other Virginia activity puts the entity back inside the duty.
Mixed activities
Most companies have several activities. A company that keeps a Virginia bank account and also staffs an office in Virginia has one activity on the list and one off it. The Code's list tells you what does not count by itself. It does not make the whole company exempt.
Where a company in the gap stands
Without registration, a foreign LLC transacting business in Virginia may not maintain an action, suit or proceeding in any Virginia court until it has registered. Even so, failing to register does not impair the validity of any contract or act of the LLC or stop it defending any action, suit or proceeding in a Virginia court. The people doing the business face a penalty between $500 and $5,000 if they knew registration was required. The penalty page has the detail.
How we help
After the company decides to register, the application is ours to write and file, for $199. Still undecided? The registration guide shows what registering involves.
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.
Questions about what counts
Does owning property in Virginia require registration?
Owning property without more is one of the activities that does not count.
Does shooting a film in Virginia?
Not for a period under 90 consecutive days, if the footage leaves Virginia for processing and distribution.
Does having a Virginia registered agent trigger registration?
The list does not mention it, so the answer depends on the facts.
Do employees working remotely from Virginia count?
The list is silent on them, so the answer depends on the facts.
Is the Code's list complete?
No. The Code says it is not exhaustive.
Does staying outside the duty avoid Virginia tax?
No. Tax and service of process turn on other laws, which the list does not decide.
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
- Code of Virginia 13.1-757 and 13.1-758, authority required of foreign corporations
Working in Virginia?
Order now and the application goes in with the right paper attached.