Foreign Business Entities

A foreign corporation, limited liability company, business trust, limited partnership or limited liability partnership may not transact business in Virginia until it obtains a certificate of authority or certificate of registration from the State Corporation Commission. 

Certain limited business activities are excluded from the definition of "transacting business.” See section 13.1-757 for stock corporation, 13.1-919 for nonstock corporations, 13.1-1059 for limited liability companies, 13.1-1249 for business trusts, and 50-73.61 for limited partnerships. Please note that these lists are not exhaustive.
 

Yes. The registered office is defined as a business office of the registered agent, which must be located in Virginia. If a foreign business entity’s proposed registered agent does not maintain a business office in Virginia, the person is not qualified to serve as its registered agent in Virginia. Please refer to FAQs regarding Registered Agents for more information.

You may file your foreign business registration online through the CIS or file manually using our forms at  foreign entity forms and fees.  Please review the Foreign-Registration-Checklist to ensure you have all necessary information and documentation. 

Regardless of how you file, please read the information below before applying to transact business in Virginia.

• For foreign stock corporations, use form SCC759/921. 
• For foreign nonstock corporations, use form SCC759/921. 
• For foreign limited liability companies, use form LLC-1052. 
• For foreign business trusts, use form BTA1242. 
• For foreign limited partnerships, use form LPA-73.54. 
• For foreign registered limited liability partnerships, use form UPA-138. 

Option 1: If you plan to continue doing business in Virginia and the name of the entity remains the same except for the entity identifier (e.g., ABC Corp converted to ABC LLC):
(No online filing option)

• To change the entity type, you must file as a new entity (by mail or hand delivery) using our forms at foreign entity forms and fees (See How Do I register a Foreign Business Entity to Transact Business above).
• Mark the box on the form to indicate that the entity was previously authorized to transact business in Virginia.
• An attachment is required that specifies information about the entity of record (see instructions on the form).
• The converting entity will need to pay any past-due registration fees or penalties. (Search the prior and current entity name[s] in CIS).
• A certified copy of the articles (as amended to include the conversion) is required.

Option 2: If you plan to continue doing business in Virginia and the name of the entity has changed to a name that is different from the name currently on our records (e.g., ABC Corp converted to XYZ LLC):

• To change the entity type, you must file as a new entity. (See How Do I register a Foreign Business Entity to Transact Business in Virginia above.)
• You may file your foreign business registration on paper (see instructions in Option 1), or you may file online through CIS.
• When filing online, the system asks whether the business was previously registered in Virginia. You will be required to search both the current name and all previous names of the entity and will pay any past due registration fees.
• A certified copy of the articles (as amended to include the conversion) is required.

Option 3: If you do not want to continue doing business in Virginia:
(No online filing option)

• Visit Forms and Fees, select your foreign business entity type, then go to Close Your Business to select the appropriate form.
• Mark the box on the application to indicate the business has converted or merged to another type of entity under the laws of the home jurisdiction.
• The application must be accompanied by a certified copy of the instrument of entity conversion authenticated by the Secretary of State (or its equivalent) in the home jurisdiction.
• In addition to the closing document’s filing fee, an additional $25 fee needs to accompany the certified copy of the conversion. All documents must be submitted together. (See Filing Requirements in the instructions of the form.)

If you have filed multiple amendments or mergers in your home state:
(No online filing option)

• You must file a certified copy of each amendment and/or merger, authenticated by the Secretary of State (or its equivalent) in the home jurisdiction, with the Office of the Clerk; submit documents in filing date order via mail or hand delivery.
  • Note: If the certification references multiple documents, they must all be included.
• In some cases, a Commission prescribed form may be required in addition to the certified copy. (see Forms and Fees)
• For corporations increasing their authorized shares, an additional entrance fee may be required. (see Charter Fee schedule) 
• A $25 filing fee is required for each individual document submitted for filing in the Office of the Clerk (even if multiple documents are submitted under one certification).

An authenticated copy is a certified copy. 

You can request a certified copy of your documents from the Secretary of State or custodian of business entity records in your jurisdiction. The certification date on the copies must be no more than 12 months old.

Please note: We cannot accept a “certificate of existence” in place of a certified copy of your business entity’s organizational documents. 

When a foreign business entity “registers” with the Commission, it obtains a certificate of authority or registration to transact business in Virginia. It remains incorporated, organized or formed, however, under the laws of the foreign jurisdiction after registering in Virginia.

Domestication is the process by which a foreign corporation, limited liability company or business trust becomes a Virginia corporation, limited liability company or business trust. That is, the business entity ceases to be incorporated, organized or formed under the laws of the foreign jurisdiction and instead becomes incorporated, organized or formed under the laws of Virginia. Articles of Domestication can be filed online in the CIS. 

A foreign corporation, limited liability company or business trust can domesticate in Virginia if, and only if, the laws of the foreign jurisdiction specifically authorize such “re-domestications.” This process will usually entail the filing of an “exiting” document in the foreign jurisdiction.

Under Virginia law, only a foreign corporation, limited liability company or business trust can domesticate as a Virginia business entity, and it cannot change its entity type incident to the domestication process. In other words, a foreign corporation can only become a Virginia corporation, etc.

The laws of some foreign jurisdictions classify a domestication as a “conversion” because the business entity is allowed to change its entity type incident to the process of domesticating. The Clerk’s Office will recognize such enabling statutes, but not allow a business entity to change its entity type when it domesticates as a Virginia business entity.

All Foreign Business Entities are required to have a Registered Agent in the state of Virginia. For more information, please refer to FAQs regarding Registered Agents. 

All foreign business entities must pay an annual registration fee. If you have a corporation, you must also submit an Annual Report. Your annual registration fee and (if you have a corporation) Annual Report are due each year by the end of the month the business entity was originally filed with the Office of the Clerk.  The annual registration fee and Annual Report will be sent to your Registered Agent two months before they are due.

To maintain status as a registered limited liability partnership, all Virginia and foreign limited liability partnerships and limited liability limited partnerships must file an annual continuation report every year following the year of registration. Annual continuation reports are due by July 1st. If the annual continuation report is not received on or before September 1st, the Commission will send a notice of impending cancellation. If the annual continuation report is not filed by November 1st, the registration as a limited liability partnership will be automatically canceled. A $50.00 filing fee is required. The annual continuation report can be filed online in real time through the Clerk's Information System

 If you had any changes to your foreign business entity (e.g. amendments, or mergers, etc.) they must be filed with the Office of the clerk within 30 days of the effective date of the filing in your home state or jurisdiction.
 
Additional information is available at Notice to Foreign Corporations and Notice to Foreign Limited Liability Companies. 

Yes. The business entity will need to register with the Virginia Department of Taxation. and, if it has employees in Virginia, the Virginia Employment Commission.

In addition, there are certain regulated business activities in Virginia that require a separate license or registration. Some common examples include contractors, realtors, insurance agents and providers of professional services.

The most convenient way to withdraw a foreign Business Entity registration is online through the CIS.  

Foreign Business Entity withdraws can also be accomplished by submitting a paper filing. Depending on the business type, the form used will vary. All withdraw forms can be found on our Forms & Fees page.