Foreign registration
Register a Foreign LLC or Corporation in Virginia
A company formed in another state must register before it transacts business in Virginia. A foreign LLC files an application for a certificate of registration ($100, § 13.1-1052). A foreign corporation files for a certificate of authority: $25 plus an entrance fee of $50 per 25,000 authorized shares (§ 13.1-615.1). Both need a Virginia registered agent and an authenticated copy of the home-state charter. We file for $449 plus the SCC fee.
Virginia fees re-checked against the Code of Virginia and SCC fee pages: November 10, 2026
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Virginia State Corporation Commission
- We track your $50 annual registration fee
- Cited to the Code of Virginia, Title 13.1
- Talk to a filer: (386) 465-3937
Register a Foreign LLC or Corporation in Virginia: the Virginia specifics
What the application needs
Name (or a designated name if yours is taken), home jurisdiction, original formation date, the Virginia registered office and agent, the principal office, and a copy of the articles authenticated by the home-state official (§ 13.1-1052).
Check it: Code of Virginia § 13.1-1052Transacting without registering
An unregistered foreign LLC cannot maintain a lawsuit in Virginia courts until it registers (§ 13.1-1057). For foreign corporations, officers and employees who knowingly transact business without authority face a $500 to $5,000 penalty (§ 13.1-758).
Check it: Code of Virginia § 13.1-758What does not count
Holding internal meetings, keeping bank accounts, selling through independent contractors and taking orders accepted outside Virginia are among the activities the statute says are not transacting business (§ 13.1-757).
Check it: Code of Virginia § 13.1-757Annual registration fee: last day of your anniversary month
Every Virginia LLC pays a $50 annual registration fee by the last day of the month it was organized, starting the year after formation (§ 13.1-1062). Stock corporations pay $50 for up to 5,000 authorized shares, plus $15 for each additional 5,000 shares, capped at $850, and also file an annual report (§§ 13.1-775, 13.1-775.1). The SCC mails the assessment to the registered agent two months ahead.
Check it: Virginia State Corporation CommissionWhen an out-of-state company must register in Virginia
The statute does not give a single test, but it lists activities that are not transacting business: defending lawsuits, holding internal meetings, keeping bank accounts, selling through independent contractors, soliciting orders that are accepted outside Virginia, and isolated transactions completed within 30 days among others (§ 13.1-757). Opening an office, hiring employees who work in Virginia, or performing contracts here usually crosses the line.
If you are unsure, register before signing a Virginia lease or bidding on a Virginia contract. Many customers and agencies ask for proof of registration before they pay.
Source: law.lis.virginia.gov
Paperwork from your home state
The SCC wants a copy of your articles and every amendment, authenticated by the Secretary of State or other official in your home state (§ 13.1-1052(B)). Order it early; some states take a week or more. If your name is already taken in Virginia, you register under a designated name for use in Virginia.
A foreign corporation's entrance fee follows the same scale as the domestic charter fee, $50 per 25,000 authorized shares up to $2,500, so a corporation with 10,000,000 authorized shares in Delaware pays $2,500 plus $25 to register here.
Source: law.lis.virginia.gov
Register a Foreign LLC or Corporation in Virginia: questions
Yes. Registered foreign LLCs pay the same $50 each year, due by the last day of the month they registered (§ 13.1-1062).
Check it: Code of Virginia § 13.1-1062Corp USA prepares and submits your Virginia filing with the State Corporation Commission's Clerk's Office for you. The official state fee is passed through at cost, with our service fee shown separately at checkout, so you do not need to go to the state's website to file.
Check it: Virginia State Corporation CommissionReady when you are, Virginia.
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.