A foreign LLC may not transact business in Virginia until it obtains a certificate of registration from the SCC (§ 13.1-1051), and a foreign corporation needs a certificate of authority (§ 13.1-757). Virginia's statute lists activities that are not transacting business, such as holding meetings, bank accounts, interstate commerce and isolated transactions completed within 30 days. Registration costs $100 for an LLC.
Code of Virginia § 13.1-616Code of Virginia § 13.1-757Code of Virginia § 13.1-1057Code of Virginia Title 13.1 and SCC Clerk's Office fee and FAQ pages reviewed November 10, 2026. Confirm current fees with the State Corporation Commission before filing.
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
The forks in the road.
Fees
Foreign LLC $100 (§ 13.1-1005). Foreign corporation $25 filing plus an entrance fee on the same share scale as the charter fee (§ 13.1-616).
Code of Virginia § 13.1-616Not transacting business
Lawsuits, internal meetings, bank accounts, selling through independent contractors, soliciting orders accepted outside Virginia, isolated transactions completed within 30 consecutive days, and interstate commerce (§ 13.1-757(B)).
Code of Virginia § 13.1-757Film exemption
Producing or crewing films, series or commercials in Virginia for less than 90 consecutive days, with processing outside Virginia (§ 13.1-757(B)(11)).
Code of Virginia § 13.1-757Unregistered LLC
Cannot maintain a suit in Virginia courts until registered; knowing members, managers or employees face $500 to $5,000 penalties (§ 13.1-1057).
Code of Virginia § 13.1-1057Unregistered corporation
Same court bar; knowing officers, directors and employees face $500 to $5,000 penalties (§ 13.1-758).
Code of Virginia § 13.1-758What to have ready
- List what you do physically in Virginia
- Compare it with the § 13.1-757 exclusions
- Get a home-state good standing certificate
- Pick a Virginia registered agent
- File the application for registration
- Calendar the Virginia annual fee
When an Out-of-State Company Must Register in Virginia
Reading the safe-harbor list
Section 13.1-757(B) lists what does not count as transacting business: maintaining or settling lawsuits; holding meetings of directors or shareholders; keeping bank accounts; maintaining offices for transferring its own securities; selling through independent contractors; soliciting orders by mail or employees when the orders are accepted outside Virginia; creating or acquiring debt and security interests; collecting debts; owning property; conducting an isolated transaction completed within 30 consecutive days; short film productions under 90 days; serving as a general partner of a limited partnership that does not otherwise do business here; and interstate commerce.
The list is expressly not exhaustive, and it only decides whether registration is required, not tax or service of process.
Source: law.lis.virginia.gov
What tends to require registration
Having an office, store or warehouse in Virginia, employees working here on a regular basis, or performing ongoing services for Virginia customers on site. Each case depends on facts, and we ask you about them before preparing the application.
Source: law.lis.virginia.gov
The cost of waiting
An unregistered foreign LLC cannot bring a lawsuit in a Virginia court until it registers, and its successors and assignees face the same bar (§ 13.1-1057). Members, managers or employees who knowingly do business without registration can be penalized $500 to $5,000 each by the Commission. Corporations face matching rules under § 13.1-758, where a court may impose the penalty too. Contracts remain valid either way.
Source: law.lis.virginia.gov
Registering
A foreign LLC files an application for a certificate of registration ($100), stating its name, jurisdiction of formation, registered agent and office, and principal office (§ 13.1-1052). A foreign corporation pays a $25 filing fee plus an entrance fee based on authorized shares. After registration, the company pays the Virginia annual registration fee each year like a domestic one.
Source: law.lis.virginia.gov
Virginia law and SCC rules behind this.
| Topic | Virginia rule | Where it comes from |
|---|---|---|
| Fees | Foreign LLC $100 (§ 13.1-1005). Foreign corporation $25 filing plus an entrance fee on the same share scale as the charter fee (§ 13.1-616). | Code of Virginia § 13.1-616 |
| Not transacting business | Lawsuits, internal meetings, bank accounts, selling through independent contractors, soliciting orders accepted outside Virginia, isolated transactions completed within 30 consecutive days, and interstate commerce (§ 13.1-757(B)). | Code of Virginia § 13.1-757 |
| Film exemption | Producing or crewing films, series or commercials in Virginia for less than 90 consecutive days, with processing outside Virginia (§ 13.1-757(B)(11)). | Code of Virginia § 13.1-757 |
| Unregistered LLC | Cannot maintain a suit in Virginia courts until registered; knowing members, managers or employees face $500 to $5,000 penalties (§ 13.1-1057). | Code of Virginia § 13.1-1057 |
| Unregistered corporation | Same court bar; knowing officers, directors and employees face $500 to $5,000 penalties (§ 13.1-758). | Code of Virginia § 13.1-758 |
Related Virginia reading.
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.
What Virginia owners ask us
The statute does not list it as an exclusion, so it often does. We review the facts with you before filing.
Code of Virginia § 13.1-757No. Failure to register does not impair the validity of contracts, but you cannot sue in Virginia until registered (§ 13.1-1057).
Code of Virginia § 13.1-1057No. The statute says the list is not exhaustive (§ 13.1-757(C)).
Code of Virginia § 13.1-757Yes. Corp USA prepares and submits your Virginia filing with the State Corporation Commission for you. The state fee is passed through at cost and our service fee is shown separately at checkout, so you never have to work through the state's filing system yourself.
Virginia State Corporation Commission