Register a Virginia Foreign LLC

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Looking to conduct business in Virginia using an LLC you formed in another state or jurisdiction? You’ll need to register a Virginia foreign LLC. Here is our easy-to-follow guide to qualify a foreign LLC in Virginia:

1. Complete the Correct Application
2. Obtain Certified Copies of Articles of Organization
3. Appoint a Virginia Registered Agent
4. File with Virginia State Corporate Commission

Follow the steps above, pay the $100 filing fee, and you’re done! Hire us to serve as your local registered agents and we streamline the process for you, including providing you a secure online account with same-day document scans, compliance monitoring, and access to pre-drafted LLC documents. Or hire to complete and submit your foreign registration filing for you for just $225 plus state fees (includes a year or our registered agent service).

What is a Virginia Foreign LLC?

A Virginia foreign LLC is simply an LLC that was initially formed outside of Virginia and registered as a “foreign” LLC in Virginia. If you initially register an LLC in Virginia and plan to conduct business in Virginia, then you’ve formed a domestic Virginia LLC.

Why the distinction? Simply put, when you form an LLC in a particular state or jurisdiction, you’re bound by the laws of that state. In order to maintain that limited liability status in another jurisdiction, you’ll need to register a foreign LLC to ensure that you’re in compliance with that state’s laws. All that means is that if you initially formed an LLC in California but want to expand your business operation to Virginia, you’ll need to register as a foreign LLC in Virginia by filing an Application for Certificate of Registration to Transact Business in Virginia with the Virginia State Corporation Commission (SCC), along with paying state filing fees.

How to Register a Foreign LLC in Virginia

The process of registering a Virginia foreign LLC is called foreign qualification in Virginia. Below we have outlined the process to register as a foreign LLC in Virginia into 4 easy steps.

1. Complete the Application for Registration

To qualify as a foreign LLC in Virginia, you’ll need to file an Application for Certificate of Registration to Transact Business in Virginia as a Foreign LLC (Form LLC-1052). On this form, you’ll include:

• the exact name of your LLC as registered in your business’s home state (you can use the Virginia SCC check name availability tool) to make sure your name is available)
• designated name (or “doing business as” name) if applicable—this is necessary if your LLC name is similar to or exactly the same as an existing Virginia registered business
• state or jurisdiction of formation
• the exact date your LLC was formed and whether the duration is perpetual
• the LLC’s principal office address in Virginia
• the name of your LLC’s registered agent in Virginia and their relationship to the LLC
• the Virginia registered agent’s office address
• a statement that your LLC is a “foreign limited liability company” (pursuant to Virginia Code §13.1-1002)
• date and signature of a member, manager, or authorized party

The above covers what you’ll need to include, and there is a $100 state filing fee you must submit along with your application.

What does transacting business in Virginia mean?

Virginia’s LLC Act requires business owners to register a foreign company with the Commonwealth of Virginia if that company is “transacting business” in Virginia. While the Virginia LLC Act does not include a specific definition for what counts as transacting business in Virginia, state laws provide some valuable insight.

To avoid muddying the waters here, if you have a physical presence in the state (a “nexus”), you will be required to collect state sales tax when your business completes sales with Virginia residents. So if you have a warehouse, brick-and-mortar store, office, or sales associate (not an independent contractor) doing business on behalf of your company in Virginia, then you’re likely “transacting business” and will need to qualify as a foreign LLC in Virginia.

2. Obtain Certified Copies of Articles of Organization.

A “certified copy” (also referred to as an “authenticated copy”) is an official copy of your Articles with the appropriate government stamp or seal from your LLC’s home state.  The certified copy must be obtained within the last 12 months and must indicate that the attached articles are a “true and correct copy” of the official records, or words to that effect.

You will also need certified copies of each amendment to the articles and each business merger (if any). A Certificate of Existence/Fact/Good Standing in place of a certified copy of your Articles of Organization will not be accepted!

How do I get a certified copy of my LLC’s Articles of Organization?

The process for obtaining your certified articles might vary by state, so you should consult the issuing body in your LLC’s home state. For example, if you filed your Articles of Organization with California’s Secretary of State, you would need to contact the California Secretary of State and pay the appropriate filing fee to get a certified copy of your articles.

3. Appoint a Virginia Registered Agent

You’ve filled out the correct application and obtained a certified copy of your Articles of Organization from your home state. Now you’ll need to appoint a Virginia registered agent. Virginia Code §13.1-763 requires foreign companies (companies that are formed under the laws of a state other than Virginia but that are required to register to do business in Virginia) to designate a registered agent in Virginia.

Your agent can be an individual resident of the state or a registered agent service provider like Virginia Professional Services, LLC. Whichever option you select, the agent must have a physical address in Virginia and be available to accept legal mail during regular business hours.

Can I be the registered agent for my Virginia Foreign LLC?

Yes, you can! However, you essentially have to live in Virginia in order to meet the Virginia registered agent criteria of having a physical Virginia address and being available during regular business hours. That’s why most foreign LLC owners choose to hire a professional registered agent service.

4. File with Virginia State Corporate Commission

You’ve completed your Application for a Certificate of Registration to Transact Business in Virginia and obtained your certified copies of your original Articles of Organization. Now all that’s left is to submit everything, including the $100 state filing fee.

You can complete your application online, by mail, or in person. If you want to obtain foreign LLC registration quickly and easily, your best bet is to complete the whole process online.

• File Online Today:
   SCC Clerk’s Information System (Still looking for a registered agent? Hire us to do everything quickly, easily, and properly.)
• By Mail:
  Virginia State Corporation Commission
  Clerk’s Office
  P.O. Box 1197
  Richmond, VA 23218
• By Hand:
  Virginia State Corporation Commission
  1300 E. Main Street, 1st floor
  Richmond, VA 23219

Why hire a Virginia registered agent service?

The simple answer is that a professional Virginia registered agent service can save you a lot of hassle. If you’re doing business in Montana and expanding your operations to Virginia, you need someone you can rely on to be around during regular business hours to accept important mail for your Virginia foreign LLC.

When you choose to hire us as your registered agent, you’re appointing a registered agent service that employs locals who know Virginia filings better than anyone. You are also securing a professional registered agent service with a permanent business address in Virginia, free limited mail forwarding, and a bevy of business tools available to you through a secure online account. In short, when you hire us, you are hiring an experienced and reliable local service that does everything to ensure you get everything you need to run your foreign LLC stress-free from the comfort of wherever you choose to reside.