To check name availability and allowability please visit the Name Availability search in the Clerk’s Information System (CIS).

To reserve a Business Entity Name, please visit the Clerk's Information System (CIS) to submit the reservation filing online.

If the document to establish the business entity name is submitted on paper, it will be rejected and returned so a new name can be chosen. CIS, however, will not allow a new Virginia corporation or LLC to be formed with a name that is not distinguishable and you will be required to select a new business entity name to proceed with the filing.

If a foreign business entity’s name is not distinguishable, it will need to adopt a designated name for use in Virginia (sometimes referred to as a “For Use in Virginia” name) that is distinguishable. Also, if a foreign business entity’s name does not include a word or abbreviation required for a similar Virginia entity (e.g., a corporate ending, such as “Inc.”), the business entity will need to adopt a designated name that merely adds a required word or abbreviation to its true name (i.e., the true name cannot be otherwise altered).

A reserved business entity name will become a permanent business entity name once the business entity is established in the state of Virginia. Until that time, the name reservation must continue to be renewed every 120 days or every year depending on the business entity type.

The name of a business entity must be written in English letters or Arabic or Roman numerals. It may also include any of the following marks: periods, commas, colons, semi-colons, apostrophes, round parentheses, dashes, minus signs, plus signs, equals signs, question marks, exclamation points, and @, #, $, %, &, and *. No other letters, numbers or marks are acceptable.

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. 

When a business entity’s name is entered on the Commission's records maintained in the Clerk’s Office, its name is protected to the extent that the Commission is prohibited from filing a document for another business entity (except a general partnership) whose name is indistinguishable. However, a business entity name on file in the Clerk’s Office does not provide protection of that name in a commercial environment because the name is filed without regard to filings made under the Virginia Trademark and Service Mark Act or with the U.S. Patent and Trademark Office. Furthermore, filings are made in the Clerk’s Office without regard to similar names, which is often the basis for common law determinations of who has the superior right to a business name in a geographic area.

The law regarding the protection of a business name is complex, and advice in this area should be obtained from an attorney.

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.

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.

Yes, there are many restrictions. Some of the most common are listed below.

The name of a corporation, limited liability company or limited partnership may not include any word, abbreviation or combination of characters that states or implies that it is a different type of business entity. Under this standard, for example, the name of a limited liability company may not include the word “corporation” or “incorporated,” or the designation “Corp.” or “Inc.”

The name of a corporation may not imply that it is or will be conducting business as a bank, trust company, insurance company, or public service company, such as a railroad, telephone company, utility, or water or sewer company, unless it will actually be engaged in such business.

No business entity’s name may include the word “bank” or “trust” unless it will be engaged in the banking or trust company business, or it is clear from the context of the remaining words that it will not be engaged in such business.

No business entity’s name may include the word or words “engineer,” “architecture” or “land surveying,” or any modification or derivation of such words, unless the entity will be lawfully engaged in such services or it is clear from the context of the remaining words that the entity will not conduct such business.

The words “United States,” “national,” “Federal” and “reserve” may not be included in the name of a business entity that is engaged in the banking, loan, building and loan, brokerage, factorage, insurance, indemnity, savings or trust business.

• Business entity acting as a Viatical Settlement Broker is required to obtain a VSB license.
• The business entity must have at least one individual licensed VSB responsible for the business entity’s compliance with Virginia Insurance laws, rules and regulations.