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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.
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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).
Foreign Business Entities
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.
