Virginia Foreign Registration / Penalty
Virginia's penalty for working without registration
Virginia sets its penalty at $500 to $5,000 and does not bill an unregistered foreign LLC by the day. It penalizes people: each member, manager or employee of the LLC who does business in Virginia knowing that a certificate of registration is required and has not been obtained is liable for $500 to $5,000, imposed by the Commission, after the LLC and the individual have been given notice and an opportunity to be heard. The company, meanwhile, cannot bring a case in a Virginia court.
What follows from working here unregistered
| Effect | What the Code says |
|---|---|
| Penalty on individuals | $500 to $5,000 for each person who did the business knowing registration was required |
| Court access | No action, suit or proceeding in a Virginia court until the LLC registers |
| Successors | The bar also binds a successor and anyone assigned the claim |
| Contracts | Contracts and acts remain valid, and the LLC can still defend itself |
| Service of process | The clerk of the Commission is deemed the LLC's agent, and managers or agents doing the business can be served |
| Injunction | The Attorney General can sue to restrain the LLC from continuing |
Who pays the penalty
The Code reaches each member, manager or employee of the LLC who does business in Virginia knowing that a certificate of registration is required and has not been obtained. That includes people on the ground as well as the owners. The penalty is imposed after the LLC and the individual have had notice and a chance to be heard, so it is not automatic.
The ban on suing
A foreign LLC transacting business in Virginia may not maintain an action, suit or proceeding in any Virginia court until it has registered. Also, a successor to the LLC, and an assignee of a cause of action arising from that business, may not maintain a proceeding on the claim until the LLC or its successor has registered.
What stays valid
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.
Service of process
Suits can begin by serving process on any manager, managing member or agent of the LLC doing the business or, if none can be found, on the clerk of the Commission, whom the LLC is deemed to have appointed as its agent for service.
The Attorney General
Separately, the Attorney General may bring an action to restrain a foreign LLC from transacting business in Virginia in violation of the article.
Corporations
A foreign corporation faces a parallel rule. Each officer, director and employee who does business in Virginia knowing that a certificate of authority is required is liable for $500 to $5,000, and the corporation cannot maintain a proceeding in Virginia courts until it has a certificate of authority.
Registering does not erase the past
The statute attaches the penalty to the business already done. Registering ends the bar on court access, and it leaves the penalty provision where it was.
How the total is set
Virginia sets a range per person, so the total depends on how many people did the business, not on how long it ran.
Who is an employee for this purpose
The Code names members, managers and employees of the LLC. Anyone who falls in those groups and does the business in Virginia is covered if the knowledge requirement is met.
The knowledge requirement
The penalty applies to a person who does the business knowing that a certificate of registration is required and has not been obtained. A person who did not know is outside this provision.
When the company crossed the line
Whether the LLC has done business here, and from what date, is a legal judgment resting on the facts. Ask a Virginia business lawyer. After that, writing and filing the application is our job.
Registering now
Registering costs $100 at the Commission, plus $199 for our part.
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.
Penalty questions
How large is the penalty?
$500 to $5,000 for each person who did the business knowing registration was required.
Is it charged by the day?
No.
Can the company sue?
Not until it registers.
Does the penalty apply to someone who did not know registration was required?
The Code limits it to people who did the business knowing a certificate was required and not yet obtained.
Do the LLC's contracts fall away?
No. They stay valid.
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.