Virginia Foreign Qualification
Virginia is a state that offers a robust economy and millions of potential customers to a business. But if your business was formed in another state, it is vital that you go through the process of foreign qualification to ensure you operate with full compliance in Virginia.
What is Foreign Qualification?
When a business is formed, it is done so under the laws of the state it is formed. That means that when the business wishes to start operations elsewhere, it must take steps to come under those new laws. Foreign qualification does this, registering the business so it may operate in a new state without breaking any laws or falling into non-compliance.
Why Does A Company Need Foreign Qualification?
Why You Need To Do It – A corporation or LLC will have to foreign qualify if it wishes to have any kind of physical presence in Virginia. This includes opening a warehouse, storefront, or office and even applies to businesses that are planning on having just a single representative working in the state.
When Should You Do It? – As soon as you decide that you’re going to do business in Virginia, you should start the process of foreign qualification. This ensures that you aren’t impacted negatively by any potential delays. Generally, you will need to receive Virginia foreign qualification if your company falls under any of the following criteria:
- Has a physical presence in Virginia
- Buying a property there
- Have remote employees
- Accepts orders in Virginia
- Owns a bank account in Virginia
What Happens If Your Entity Does Not Foreign Qualify?
Failure to foreign qualify means that your business will be unable to bring forth a lawsuit in Virginia courts. You will also face fees and fines – each member, manager, or employee who does business in Virginia while the company isn’t foreign qualified can be held liable for a fine of between $500 and $5,000. Additionally, tax related fines and fees may be required as well.
Steps To Obtain Foreign Qualification
There are a few basic steps that businesses must take in order to obtain Virginia foreign qualification.
1. Obtain Certificates – Virginia requires that you file an Application for a Certificate of Registration for LLCs and an Application for a Certificate of Authority for corporations. You can download these forms from the Secretary of State website. Businesses must also include a certified, original copy of the articles of organization for LLCs and articles of incorporation for corporations. These must include all amendments and mergers. These must have been authenticated within the previous 12 months.
2. Collect And Submit Information – The forms will request a variety of information about your business.
LLC
- LLC name registered in the home state
- A designated name if the original is in use
- Name of the home state
- Date of formation of the LLC
- Duration of the LLC
- Principal office street address
- Name and address of the registered agent in Virginia
- An authorized signature
Corporation
- Business name
- A designated name if the original is in use
- Name of the home state
- Date of formation of the corporation
- Duration of the business
- Principal office street address
- Name and address of the registered agent in Virginia
- Names and addresses of officers and directors
- Number of shares the corporation is authorized to use
- Authorized signer name and title
3. Appoint Registered Agent – Your registered agent is the person responsible for handling the processes involved in foreign qualification as well as maintaining compliance. To simplify their workload, most businesses turn to a third party organization like DoMyLLC to handle this for them.
4. File The Application – Once you complete the forms, submit them to the Virginia State Corporation Commission along with a filing fee of $100 for an LLC and $75 minimum for a Corporation with less than 25,000 shares of stock.
5. Ongoing Maintenance – Virginia requires certain businesses to submit an annual report to the State Corporation Commission each year. Corporations must file their report by the last day of their anniversary month each year along with a filing fee of between $100 and $1700 depending on shares. LLCs have no annual report to file but must complete annual registration, which includes a $50 fee.
What Is the Difference Between Foreign Qualification And Incorporating?
Incorporation is a process that will create a totally new business. However, foreign qualification has no influence on the structure of a business and won’t create a new one– it simply provides the legal authority for an LLC or corporation to operate in a state other than its home state – Virginia, in this case.
How DoMyLLC Can Assist With Streamlining The Process
Business leaders have a lot to focus their energy on. We take the burden and stress of Virginia foreign qualification off your shoulders. We do the entire process for you so you have more time and energy to focus elsewhere. We provide:
- Name availability check
- Full registration and filing service
- Dedicated account manager
- Ongoing support
If you wish to start operations in Virginia, contact us today to get the help you deserve.
Virginia Foreign Qualification FAQs
What Paperwork Is Required?
Virginia requires a certified copy of your Articles of Organization as well as an Application for a Certificate of Registration.
What Fees Are Needed?
The filing fee is $100 for an LLC and $75 minimum for a Corporation with less than 25,000 shares of stock.
Who Can File For Foreign Qualification?
Any business located outside of Virginia that wishes to begin operations within the state.
Do You Need An Attorney For Foreign Qualification?
No attorney is required. However, you may wish to speak to legal counsel to ensure full compliance within your home state and Virginia.
What Information Is Needed For The Certificate Of Authority?
The forms request basic information about a business including things like:
- Business name
- Business address
- Date of formation
- Mailing address
- Registered agent information
- Date you’ll begin operations in Virginia
What If My Name Is Not Available?
If your name is unavailable, you’ll have to file under a fictitious name. This will have no impact on the name you use in other states.
Virginia Business Resources
Virginia Office of Secretary of State
Phone:
(804) 371-9733
Address:
Virginia State Corporation Commission
1300 East Main Street – PO Box 1197
Richmond, VA 23218
If you’re interested in more info on foreign qualification, call 888-366-9552.