Find out how to qualify your LLC to conduct business in Virginia.
If you own a company that was founded in a state other than Virginia, you must qualify or register it in Virginia in order to conduct business there. The requirements for qualifying your international (non-Virginia) limited liability corporation (LLC) to conduct business in Virginia are summarized here.
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What exactly is a Foreign LLC?
If your LLC was founded in another state, it is referred to as a foreign LLC in Virginia. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Colorado, for example, an LLC founded in Arizona is a foreign LLC.
Doing Business in Virginia
If you are “transacting business” in Virginia, you must register your foreign company with the state, according to Virginia’s LLC Act. What exactly does this mean? Well, Virginia’s LLC Act, like most others, does not define the word “transacting business” with connection to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Virginia’s LLC Act, like other states’, outlines some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state having an office, agency, or persons in the state for handling your company’s own securities selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts
The LLC Act also expressly says that the above list is not complete, and that additional activities may also be exempt. Check Section 13.1-1059 of the Virginia Code for a complete explanation of each of the listed things.
If your LLC’s only operation in Virginia is one or more of the activities mentioned above, you should not be required to register with the state.
Registration Application
You must submit an Application for a Certificate of Registration (Form LLC-1052) with the Virginia State Corporation Commission to register your company in Virginia (SCC). The application form may be downloaded on the SOS website. (The form’s full name is Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company, which is quite a mouthful.)
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for a Virginia registration application, you must provide:
If necessary, the designated name your LLC will use in Virginia (necessary if your LLC’s name or something very similar is already being used by another Virginia registered business or your LLC’s name does not contain the abbreviation L.C., LC, L.L.C., or LLC, or the words limited company or limited liability company).
the state in which your LLC was created the date on which your LLC was formed the length of your LLC (which can be perpetual)
if your LLC was previously permitted or registered to do business in Virginia
the name of your LLC’s registered agent in Virginia the street location of your LLC’s primary office
an indication of whether the registered agent is a person with a legal tie to the LLC (such as a Virginia resident who is a member or management of the LLC), a Virginia licensed lawyer, or another company your LLC’s registered agent’s street address in Virginia
a declaration that the SCC will serve as your LLC’s registered agent in Virginia if you do not have a registered agent in Virginia, the agent cannot be found, the person has resigned, or the agent’s authorization has been revoked.
An approved signature and a declaration indicating your LLC is a “foreign limited liability corporation” as defined in Section 13.1-1002 of the Code of Virginia.
With your application, you must provide an original certified copy (also known as an authenticated copy) of your LLC’s articles of organization or comparable formational document. The articles of organization must have been verified within the previous twelve months by the secretary of state in the state where your LLC is formed, and they must contain any additions and corrections to the original articles that you may have made. Check the instructions provided with the application form for further information on this criterion.
The filing cost is one hundred dollars.
What Happens If You Do Not Sign Up?
If your LLC does business in Virginia without permission, it cannot sue in any of the state’s courts. Furthermore, any member, manager, or employee of the LLC who conducts business in Virginia knowing that a certificate of registration is required but does not get one is subject to a fine ranging from $500 to $5,000. However, not being registered does not render your LLC’s obligations null and void or prohibit it from defending a lawsuit in Virginia.
Foreign Corporation Registration in Virginia
The regulations and standards for international qualifying in Virginia are identical whether your company is structured as a corporation rather than an LLC. However, you will need to utilize a separate application form. For paperwork, information, and filing requirements for registering a foreign company in Virginia, visit the Virginia State Corporation Commission website.