What’s the difference between “registering” in Virginia and “incorporating” or “organizing” in Virginia?
If you're not immersed in it every day like we are, certain terminology can be confusing. One of the questions we frequently get is regarding the difference between registering your business in Virginia and incorporating or organizing your business in Virginia.
Business entities (corporations, limited liability companies, benefit corporations, non-profit corporations, etc.) are formed under state laws and not Federal law in the United States. This means that every business entity has a "home state" under which laws it is formed. Even though your company it formed under a certain state's laws, it can still operate in other states subject to complying with those other state's laws first. So when we talk about "registering" your business in Virginia, we are typically referring to getting permission (called "authority" in Virginia) to do business in Virginia for your existing out of state company. For example, you may have a Maryland LLC that is going to be doing business in Alexandria, Virginia or Arlington, Virginia (right across the state line) and you'll need Virginia's permission to do so. Or maybe you're a Tennessee corporation that wants to cross from Bristol, Tennessee to Bristol, Virginia to take a job. Again, the permission of Virginia to transact business across the state line is needed.
On the other hand, when talk about "incorporating" or "organizing," we're typically referring to the initial set up of your new business. It usually makes the most sense to incorporate (if you're forming a corporation) or organize (if you're forming an LLC) in the state in which you are physically located. That will be your "home" state for purposes of legal existence. Although, as discussed above, you're able to take your business to whichever other states you want.
So, if you have a company already formed in another state and want to come in to Virginia to do business, then you'll be registering your existing business by filing an Application for a Certificate of Authority to Transact Business in Virginia. If you're starting a new business in Virginia, you'll either be incorporating (for a corporation) by filing Articles of Incorporation or organizing (for an LLC) by filing Articles of Organization. In all cases, you'll need a Virginia registered agent service, which is where we can help.Spread the Word