Application for Certificate of Authority

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This page is for those that are applying for authority to transact business in Virginia.  This means that you are a corporation or limited liability company formed outside of the State of Virginia and would like to be able to do business in Virginia.

The application process involves four steps, regardless of whether you are a corporation or a LLC:

1. Complete the correct application
2. Attach a certified copy of your Articles from your home State to the application
3. Include the correct the filing fee
4. Submit all three of the above to the Virginia State Corporation Commission.

If you need faster processing than the average 3-4 week turnaround time by the State Corporation Commission, you can request expedited processing.

Now for the details! For LLC instructions, click here.

For corporations:

1. Complete the Application for corporations (available for download from the State Corporation Commission web site). Or simply hire us to file on your behalf. Receive your foreign company registration and a year of registered agent service for $225 plus state fees.

2. Obtain a certified copy of your Articles of Incorporation from your State of incorporation. A “certified copy” is an official copy of your Articles with your State government’s stamp or seal.  The certified copy must be obtained within the last 12 months.  The certificate must indicate that the attached articles are a “true and correct copy” of the official records, or words to that effect.  A Certificate of Existence/Fact/Good Standing is not acceptable! When you hire us, we request your certified copy for you.
3. Determine the proper filing fee.  The filing fee depends on the number of authorized shares indicated in your Articles of Incorporation.  Once you have determined the number of authorized shares, use the chart below to determine the correct filing fee.
4. Mail the package (completed and signed Application, certified Articles of Incorporation, and correct filing fee to:

Once the State Corporation Commission has processed the Application, they will send a Certificate of Authority to us as your registered agent, and we will forward it to you.

Tips for completing the Application:

1. What is a “for use in Virginia name?”  You cannot register under your company name if there is already a company in Virginia using that name.  To determine whether there is a conflict, you can call the State Corporation Commission at 804-371-9733 and ask them or search their database using the eFile system at Check Name Distinguishability. If it indicates that your name is already in use by another company you need to choose a different name for use in Virginia and indicate it in parentheses in line 1. This does not change the legal name of your company – it just allows your company to be distinguished from the other company so it doesn’t confuse the public
2. If I want to use a “DBA” or “trading as” name in Virginia, may I just put it in parentheses on line 1 as my “for use in Virginia name? No.  You may only put down a “for use in Virginia name” if your company name is already in use.  If you would like to register a trade name or DBA, it is a separate process that you need to do after you have received your authority to transact business.  Contact us for more information on how we can help you with that process.
3. What is a “period of duration?”  It is how long your corporation was formed for when it was originally set up.  Most corporations would answer “perpetual” unless your Articles of Incorporation states an end date.  “Perpetual” means your corporation will continue until you decide to shut it down.
4. What is “the corporation’s principal office address?”  This is your corporation’s office address, usually out of state.  This does not have to be a Virginia address.
5. How do I know the number of authorized shares of stock I have in my corporation?  It will be stated in your Articles of Incorporation.
6. What is a “class and series?”  Some corporations are formed with different classes or series of shares.  If your corporation is one of these, it will say in your Articles of Incorporation.  Otherwise, write in “common.”
7. What is a corporate title?  President, Vice-President, Director, and the like.  It is not “owner.”
8. Is there a way to speed up the processing?  If you need faster processing than the average 3-4 week turnaround time by the State Corporation Commission, you can request expedited processing.
9. Have other questions we didn’t answer?  Send us  [email protected] an email and we’ll get right back to you.

Filing Fees for Foreign Corporations

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Along with your application for a certificate of authority to transact business in Virginia, you need to include a check for the filing fee. To calculate the cost, find the number of authorized shares for your corporation below to find the corresponding cost.

Authorized shares	Total Fees*
1 –  25,000	$75
25,001 –  50,000	$125
50,001 –  75,000	$175
75,001 – 100,000	$225
100,001 – 125,000	$275
125,001 – 150,000	$325
150,001 – 175,000	$375
175,001 – 200,000	$425
200,001 – 225,000	$475
225,001 – 250,000	$525
250,001 – 275,000	$575
275,001 – 300,000	$625
300,001 – 325,000	$675
325,001 – 350,000	$725
350,001 – 375,000	$775
375,001 – 400,000	$825
400,001 – 425,000	$875
425,001 – 450,000	$925
475,001 – 500,000	$1,025
500,001 –  525,000	$1,075
525,001 –  550,000	$1,125
550,001 –  575,000	$1,175
575,001 –  600,000	$1,225
600,001 –  625,000	$1,275
625,001 –  650,000	$1,325
650,001 –  675,000	$1,375
675,001 –  700,000	$1,425
700,001 –  725,000	$1,475
725,001 –  750,000	$1,525
750,001 –  775,000	$1,575
775,001 –  800,000	$1,625
800,001 –  825,000	$1,675
825,001 –  850,000	$1,725
850,001 –  875,000	$1,775
875,001 –  900,000	$1,825
900,001 –  925,000	$1,875
925,001 –  950,000	$1,925
950,001 –  975,000	$1,975
975,001 -1,000,000	$2,025
> 1 million authorized shares	$2,525