Register Your Virginia Foreign Corporation
A Virginia foreign corporation is a corporation that was formed in another state and has been given permission to operate within Virginia’s state lines. To start doing business in Virginia, you’ll need to file an Application for Certificate of Authority to Transact Business to the Virginia’s Secretary of State and pay the $25 application fee, and minimum $50 entrance fee.
Below, we’ll cover all the steps for completing the foreign qualification process. If you’re not the do-it-yourself type, we’ll also show you how you can hire us instead.
Ready to Register A Foreign Corporation?
GET STARTEDHow to Register as a Foreign Corporation in Virginia
Registering your company into Virginia involves completing the process of foreign qualification. This process gives Virginia’s Secretary of State peace of mind that you’re a responsible business owner in your home state and, in return, grants you the authority to operate within Virginia state lines.
Unlike registering a new business, foreign qualification simply grants you permission to do business within the state, and is not the same as forming a new business domestic to Virginia.
Here’s how you can get started on your foreign registration into Virginia.
1. Name Your Virginia Corporation
To get started on your foreign qualification, you’ll need to determine the name your corporation will go by in Virginia. You can complete a free business name search online, and even reserve your corporation name for only $10. One catch to filing a name reservation in Virginia is that a certificate of good standing from your home state is required.
If the name you operate under in your home state is taken, you may need to come up with a fictitious or assumed name to register as in Virginia.
If you’d like to secure your business name nationally, we can help you apply for a federal trademark.
2. Designate a Registered Agent
Virginia requires every registered business structure operating in its state to choose an individual or entity to act as a registered agent. This registered agent needs to be located in Virginia and available during regular business hours to accept legal mail.
In addition to being a local, your Virginia registered agent needs to either be a member of the Virginia State Bar, or a member of the business entity’s management like a corporate officer or director.
If you’re ready to choose your registered agent, our Virginia registered agent service is comprehensive and reliable. We’re also available throughout the US to keep your registered agent service simple everywhere your company does business.
3. Start your Business Identity
While you’re preparing to expand your business’s registrations, it’s a good idea to review your online presence to ensure it’s ready to support your company’s growth. With Northwest, we’ve made establishing your business identity more convenient than ever.
If you’re just getting starting creating an online presence, we can set you up with a custom domain name, business website and professional email address all with no upfront cost.
If you’re looking to expand your digital footprint as a company, we can even provide a business phone number with a Virginia area code to help you connect with the locals.
4. Get Certified Copies
Along with your Application for Certificate of Authority to Transact Business, Virginia requires a certified copy of the Articles of Incorporation, including all amendments and mergers, from your home state. This certified copy needs to be authenticated within the last twelve months, and provides Virginia with a history of your company and assurance that you’ve complied with your home state’s filing and tax requirements.
The process for retrieving certified copies varies by state, but can normally be requested online for a small fee. If you hire us to complete your foreign qualification, we can usually handle this part of the process for you.
5. Submit your Application for Certificate of Authority
Once you’ve gathered all the required documents, it’s time to submit your Application for Certificate of Authority to Transact Business, along with your certified copies, to Virginia’s Secretary of State. The fee for this filing is $25, along with an entrance fee that depends on your company’s stock allocation.
For businesses with fewer than one million authorized stock shares, the fee is $50 for every 25,000 shares, or fraction thereof.
For businesses with more than one million authorized shares, the fee is $2,500 total.
For nonstock corporations, the fee is $50.
What you’ll need to include:
- Your corporation’s name in your home state
- Name you’ll be operating under in Virginia (if different from original)
- Home state or country of incorporation
- Date of formation in home jurisdiction
- Duration of company in home jurisdiction
- Indication of this corporation’s previous registrations in Virginia (if applicable)
- Mailing address for corporation
- Name of your Virginia registered agent
- Address of your Virginia registered agent
- Names, titles, and business addresses for corporate officers and directors
- Number and itemized list of authorized stock shares
You’re able to save time by registering an account and filing your application online at Virginia’s Clerk Information System (CIS) website.
If you prefer to file via mail, you can send your fill out application and certified copies to the following address:
State Corporation Commission
P.O. Box 1197
Richmond, VA
23218-1197
Virginia can expedite your filing for a fee of $100, and you’ll receive your filing the next day.
For same day processing, the fee is $200.
6. Receive your Certificate of Authority
Once your filing has been processed by the state, you’ll receive a Certificate of Authority in the mail, or via email if you applied online. You can also request copies of this certificate online through your account on Virginia’s CIS website.
If you hired us to handle this filing, we’ll upload a digital copy of this certificate as soon as we get it.
7. File Virginia Reports and Taxes
Once your company is registered with the state, you’re authorized to start doing business in Virginia!
Make sure to keep up with the regular filings the state requires, like your Virginia annual report, which is due every year on the last day of the month you incorporated. The minimum registration fee for this filing is $100, and the total fee is based on the number of stock shares your company has authorized. If you’re operating as a nonstock corporation, your annual registration fee is $25.
Virginia also imposes a 10% late fee for failure to complete this report on time, with a minimum late fee of $10.
Northwest Can Register Your Virginia Foreign Corporation
If doing things on your own sounds overwhelming, boring, or generally like not a good use of your time, we’re ready to help. Our foreign qualification package is $225 + state fees. This includes:
- Registering your business as a Virginia Foreign Corporation. We’ll file your paperwork and let you know when it’s approved.
- Serving as your business’s Virginia Registered Agent. We can be your RA in as many states as you want to expand into.
- Launching your business identity. We’ll get you a digital presence, including up to 10 business email addresses, phone service, and mail forwarding. Plus, we’ll put together a custom website with a domain, web hosting, and security in place. These will all be free for 90 days. After that, most services are $9/month, but the domain is yours free for a full year.
- Sending reminders for your Virginia annual report. We can even file this for you. We’ll send you a reminder about the report 90 days before they’re due, and you can either have us file for you or opt out of the service.
Virginia Foreign Corporation FAQs
An Application for Certificate of Authority can’t be amended once it’s submitted to the state, but an Application for an Amended Certificate of Authority can be filed for $25.
One thing of note is that if you’re increasing the number of authorized stock shares, you’ll need to pay a new entrance fee based on that new number.
Virginia generally defines doing business as engaging in activities that make money or imply a business presence in Virginia, such as hiring employees. The state also gives plenty of examples on activities that are not considered business activities, you can read up on the specifics on Virginia’s state law portal.
Make sure to also check out our resource on doing business in another state for some general guidelines to follow.
No.
According to Virginia, one of the following individuals must sign your Application for Certificate of Authority:
- The chairman or any vice-chairman of the corporation’s board of directors
- The president
- Any officer authorized to act on behalf of the corporation
If your corporation renders professionally licensed services or meets the definition of a professional as stated in Virginia’s Code, you must provide a list of the names and addresses of each stockholder of the corporation who will be providing the professional services in Virginia. You’ll also need to indicate whether or not each stockholder is duly licensed or otherwise legally qualified to perform the professional services in Virginia.
Virginia’s State Law Portal contains Virginia’s entire code, including an exhaustive section on professional corporations.
Additionally, certain counties in Virginia may require local publication along with Secretary of State registration. Make sure to adhere to these requirements if your registered agent resides in one of these counties.
Most definitely. Our foreign qualification service is $225 + state fees, which includes a year of our registered agent service. Along with that, you’ll receive a custom domain name registered for a year as well as a 90 day trial of the rest of our business identity services.