Search Results: "entity "
Foreign Business Entities
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.)
Business Entity Names
A person may reserve the exclusive use of an available business entity name for a period of 120 days by filing an application with the Commission, which includes paying a filing fee of $10. The reservation can be for a Virginia or foreign business entity and may be renewed for successive periods of 120 days during the 45-day period preceding the date of a reservation’s expiration. If the reservation is not renewed within the 120 day period, the exclusive use of the business entity name will be revoked.
Applications for a name reservation or a renewal of a name reservation may be filed online in CIS. Downloadable forms are available for the various business entities on our Forms & Fees page.
A foreign corporation, before it receives a certificate of authority to transact business in Virginia, may register its corporate name for a period of one year by filing an application and a certificate of good standing with the Commission and paying a filing fee of $25. The certificate of good standing, or a document of similar import, must be issued by the custodian of corporate records in the state or other jurisdiction under whose laws the corporation is incorporated.A foreign stock corporation may also register its corporate name with a corporate designator (e.g., “Inc.”) added, if one is not part of its true name. The registration can be renewed for successive one year periods during the 60-day period preceding the date of a registration’s expiration.
An application for a name registration or a renewal of a name registration is available for foreign corporations online in CIS or on form SCC632/831.
Foreign Business Entities
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.
Foreign Business Entities
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.
How-To-Guide-Name-Change
Conversions
Virginia stock corporations:
Virginia stock corporations may convert to any other business entity type. They may also convert to any other foreign business entity type.| Convert to | Required Form(s) | Fee |
|---|---|---|
| VA Nonstock Corporation |
|
$100 + any additional charter fee |
| VA Limited Liability Company |
|
$100 File Online |
| VA Limited Partnership |
|
$100 |
| VA General Partnership |
|
$100 |
| VA Business Trust |
|
$100 |
| Any Other Foreign Entity Type |
|
$100 |
Foreign stock corporations:
Foreign stock corporations may not convert to any other Virginia business entity type.Shared Solar FAQs
Yes, provided the entity has received a certificate of licensure from the Commission or a certificate of exemption from Commission Staff prior to the transfer of the shared solar facility or subscriber organization license.
Reinstatements
Has your business become inactive? There is a 5-year period during which an inactive entity can reinstate. After 5 years, the Office of the Clerk does not have the authority to reinstate an inactive business entity.
Reinstating online is the most efficient way to reinstate your business. You can view our how-to guide to help you complete this process in the Clerk's Information System (CIS).
(Please Note: Inactive Registered Limited Liability Partnerships file for status restoration).
