Withdraw a Foreign Virginia LLC or Corporation
In this guide to withdrawing a foreign LLC or corporation in Virginia, we’ll go over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, and anything else you need to know.
Steps to Withdraw a Foreign LLC or Corporation in Virginia
To withdraw your foreign LLC or corporation in Virginia, you’ll need to file official state paperwork with Virginia’s State Corporation Commission (SCC) and pay all associated fees. Here’s how you do it.
What is a Foreign Virginia LLC or Corporation?
A foreign Virginia LLC or corporation is a business that was formed in a jurisdiction outside of Virginia, but is operating inside Virginia. To operate legally, the business needs to register with Virginia’s State Corporation Commission (SCC) by completing a process called foreign qualification. If the foreign business stops doing business in Virginia, it can file paperwork to withdraw the business and cancel its foreign registration.
How do I withdraw my foreign LLC in Virginia?
To withdraw your foreign Virginia LLC, file an Application for a Certificate of Cancellation to Cancel a Certificate of Registration to Transact Business in Virginia by a Foreign Limited Liability Company with Virginia’s State Corporation Commission (SCC).
How do I withdraw my foreign corporation in Virginia?
To withdraw your foreign Virginia corporation, file a Application for a Certificate of Withdrawal of a Foreign Corporation Authorized to Transact Business in Virginia with the SCC.
Foreign Virginia LLC or Corporation Withdrawal FAQs
How do I file a withdrawal application for a foreign LLC or corporation in Virginia
You’ve got three filing options: Online, by mail, or in person.
Mail:
State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218
In-person:
1300 E. Main Street, 1st floor
Richmond, VA 23219
Online:
Clerk’s Information System
Note: An LLC manager or member must sign the LLC withdrawal application. For a foreign Virginia corporation looking to withdrawal its registration, a signature is required from any officer authorized to act on behalf of the foreign corporation.
How much does it cost to withdraw a foreign business in Virginia?
Corporations pay $10, while LLCs pay $25 to withdraw their registration from the state.
How long does it take Virginia to process the withdrawal filing?
Normal processing time: 1-2 weeks. To determine the anticipated turnaround time of your filed document, contact the Clerk’s Office at (804) 371-9733.
Expedited processing: One day generally. If you need same day processing, walk in your document by noon. For next day service, file by 4 p.m.
Each document submitted for expedited service must have its own Form SCC21.2, Expedited Service Request on top. Attached to the form is a schedule of business documents to determine the expedited service fee. It is $50 to $200 depending on the document and whether you need it same day or next day. An application for a certificate of withdrawal of a foreign corporation costs $50 to expedite with next day processing only. Certificate of cancellation of a foreign LLC is in another category on the schedule and Virginia can expedite this same day for $200.
What happens if I don’t file a withdrawal and don’t file a Virginia Annual Report?
If a Virginia corporation fails to file its annual report by its due date, the corporation will no longer be in good standing in Virginia and the Commission’s records will show this change of status. Four months later the foreign corporation’s certificate of authority will be automatically revoked.
Limited Liability Companies in Virginia do not file annual reports, but they do pay a $50 annual registration fee. The Virginia LLC is penalized $25 if the fee is late and after three months it is terminated.
If I don’t file an annual report, how long before I lose my Certificate of Authority?
The Virginia Secretary of the Commonwealth will automatically terminate your corporate certificate of authority four months after your due date if you still have not filed your annual report. Virginia Corporate Commission will cancel your limited liability company when your annual registration fee is three months delinquent.
What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?
You have to pay all back annual registration fees, along with penalties and a $100 reinstatement fee. Follow the link below to request your reinstatement packet and your exact bill for your reinstatement will be mailed to you along with your name availability.
How long does a registered agent have to accept service of process after the Application for Withdrawal has been filed?
Formally withdrawing a foreign registration revokes the authority of the registered agent to accept service of process, but a Virginia registered agent should resign from a withdrawn business to be sure they won’t receive service by an oversight. A search of the Corporate Commission’s records would show a process server that the business has been withdrawn, in which case the correct service would be to the Clerk of the Corporate Commission. However, if you don’t file a Virginia agent resignation, you would still be listed as the registered agent.
How do I start a foreign LLC or foreign corporation in Virginia?
You’re in luck! Our guides on how to form a foreign Virginia LLC or a foreign Virginia corporation are easy to follow. Or you can hire us to do it for you.