Virginia Foreign Registration / Corporations

Authority to do business in Virginia, for corporations from elsewhere

A foreign corporation applies for authority to transact business in Virginia on Form SCC759/921. The state fee starts at $75 and grows with the corporation's authorized shares, and the application goes in with a certified or authenticated copy of the articles of incorporation and all amendments, authenticated within the past 12 months by the secretary of state or other official with custody of corporate records, certified as a true and correct copy. We prepare it for $199.

Corporation filing, summarized

Form number: Form SCC759/921
Form name: Application for Certificate of Authority to Transact Business in Virginia
Fee: $50 per 25000 authorized shares, plus $25
Smallest case: $75
Attached: An authenticated copy of the articles and all amendments
Leaving: Form SCC767/929, $10

What the statute makes the application say

The application gives the corporation's name; its jurisdiction of formation and any earlier Virginia registration; its original date of incorporation and period of duration; the street address of its principal office; its proposed registered office in Virginia and registered agent; the names and business addresses of its directors and principal officers; and the number of shares it may issue, itemized by class. The Commission furnishes the form, and the corporation signs it in its own name.

The shares line is what makes the fee

Virginia charges a foreign corporation an entrance fee by authorized shares: $50 for each 25000 shares or part of that, up to 1000000 shares, and a flat $2,500 above that. The $25 filing fee is added. A corporation authorized for 100000 shares pays $225.

The paper

The corporation sends a certified or authenticated copy of the articles of incorporation and all amendments, authenticated within the past 12 months by the secretary of state or other official with custody of corporate records, certified as a true and correct copy. The instructions say the authentication must fall within the past 12 months. Like an LLC, a corporation cannot substitute a good standing certificate.

The duty and the penalty

Before a foreign corporation does business in Virginia the Code expects it to hold a certificate of authority. The penalty falls on each each officer, director and employee who does business in Virginia knowing that a certificate of authority is required: $500 to $5,000, imposed by the Commission or a court after notice. Without the certificate the corporation cannot sue in a Virginia court, and a court may pause its case while deciding if one is needed.

Amending the certificate

A change of corporate name or jurisdiction of formation, or of the designated name used in Virginia, needs an amended certificate. Amendments to the articles at home go to the Commission within 30 days, with an authenticated copy. The fee is $25 plus any further entrance fee.

The registered agent

For a corporation the agent may be a Virginia resident who is an officer, a director or a State Bar member. An authorized entity whose office is the registered office may serve too. A resignation is filed by statement and works from day thirty-one, or earlier once a replacement is filed.

Leaving

A foreign corporation withdraws its registration on Form SCC767/929 for $10.

Nonstock corporations

A nonstock corporation pays $75: the entrance fee and the filing fee together.

Stock and nonstock corporations

A stock corporation's fee follows its authorized shares. A nonstock corporation pays the flat $75. Both pay the $25 filing fee within those totals.

Becoming a Virginia corporation

A foreign corporation that wants to become a Virginia corporation does not register; it domesticates, which costs $25 plus any further charter fees and needs its own articles.

Directors and officers

The application names the corporation's directors and principal officers with their business addresses. The names should match what the home state shows on its records.

Filing through us

We gather the corporation's particulars, request the authenticated copy and file. We charge $199; the Commission's charge follows the authorized shares and starts at $75.

Filing the corporation application through us

Share the corporation's details
Name, home state, offices, directors, officers, shares.
Check the draft
Confirm each statement against your records.
We request the copy
Authenticated within 12 months.
We file
The application, the copy and the fee for your share count.

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.

Corporation questions

How is the corporation's Virginia fee worked out?

It starts at $75 and follows the authorized shares.

How recent must the authentication be?

Within 12 months.

Is there a filing fee on top of the entrance fee?

Yes, $25.

Does Virginia want the corporation's original articles?

No. It wants an authenticated copy of the articles and every amendment.

Which person signs for the corporation?

One authorized to sign in the corporation's name.

What is a nonstock corporation's fee?

$75.

What is the penalty for operating without authority?

Between $500 and $5,000 per officer, director or employee who knew.

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

Working in Virginia?

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