Search Results: "entity"

Conversions

You may convert your business entity type without the need to start from scratch. For example, if your business is set up as a limited liability company and you want to convert it to a stock corporation, you may do so by completing the proper filing and paying the fee.

Please consult with an expert to avoid legal and financial consequences. The SCC does not provide legal or financial advice.

scc591-70be

Certificate of Assumed or Fictitious Name - Business Conducted by an Entity

Business Entity Names

The answer depends on the type of business entity. Here are the basics.

  • Stock Corporation names must include the word "company," "corporation," "incorporated," or "limited," or the abbreviation “Co.,” “Corp.,” "Inc." or "Ltd."
  • Limited Liability Company names must include the words "limited company" or “limited liability company," or the abbreviation “LC,” “L.C.,” "LLC" or "L.L.C."
  • Limited Partnership names must include the words "limited partnership" or the abbreviation “LP” or "L.P."

Additional options are available for a professional corporation or a professional limited liability company, and additional requirements are imposed on general partnerships and limited partnerships that register for status as a registered limited liability partnership. See the Instructions to forms SCC544LLC1103 and UPA132.

How-To-Guide-RA-RO-Change-Foreign-Entity

Guide for submitting Registered Agent and/or Registered Office change for a Foreign entity in CIS.

How-To-Guide-RA-RO-Change-Virginia-Entity

Guide for submitting Registered Agent and/or Registered Office Change for a Virginia entity in CIS.

How-To-Guide-RA-Resignation-Foreign-Entity

Guide for resigning as the Registered Agent for a Foreign entity in CIS.

How-To-Guide-RA-Resignation-Virginia-Entity

Guide for resigning as the Registered Agent for a Virginia entity in CIS.

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
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