Dual Service Certificate Affiliated Trust Companies

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. 

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.
 

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. 

MARKET CONDUCT EXAMINATION REPORT OF LEMONADE INSURANCE COMPANY (Order date 3/26/2024)

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.

QUARTERLY UPDATE TO THE CERTIFICATE OF ASSUMING INSURER