Registering to do business in Virginia as a Corporation requires two main steps:
Importantly, be aware that Virginia’s foreign registration process has a much higher cost than most states.
For example, if you have millions of authorized shares outstanding (common for Venture-backed companies), you will owe the maximum Entrance fee of $2,525, and a $1,700 Annual Registration Fee each year thereafter.
Virginia’s Foreign Registration for Corporations is called Form SCC759/921 - Application for Certificate of Authority to Transact Business in Virginia.
It’s relatively typical as foreign registration filings go, requiring basic business demographic information, as well as officers, directors, and share class information.
When filing it, you must also provide:
A certified or otherwise authenticated copy of the corporation’s articles of incorporation and all amendments filed in the jurisdiction of incorporation, authenticated within the past 12 months by the Secretary of State or other public official with custody of corporate records. Certification must indicate that each document is a “true and correct copy” of the official records, or words to that effect.
Discern customers can file digitally through Discern (without getting a Certificate of good standing, which Discern includes automatically).
Otherwise, it can be submitted directly to Virginia online or via paper form.
From a secretary of state perspective, there are two main costs to foreign registering in Virginia for stock corporations:
When a Foreign Corporation (a corporation domestically registered outside of Virginia, e.g. Delaware) with stock registers to do business in Virginia by filing Form SC759/921, it must pay an Entrance Fee.
The Entrance Fee is determined by the number of Authorized Shares the Corporation has (based on this schedule), and ranges from $75 to $2,525.
Companies with over 1 million shares outstanding will pay the maximum fee of $2,525.
Each year, a Foreign Corporation registered to do business in Virginia also needs to pay an Annual Registration Fee when it files its annual report.
It’s due by the last day of the month on the anniversary of their initial registration in the state.
For Stock Corporations, the Annual Registration Fee is based on the number of Authorized Shares the Corporation has (based on this schedule), and ranges from $100 to $1700.
Discern customers are automatically notified when their annual registration fees are due, and can pay their fees through the platform.
Otherwise, fees can be paid directly to Virginia online.
LLCs follow the same process as Corporations when registering in Virginia, with two key differences:
Yes, registering to do business in Virginia in Discern is simple. You can file foreign registrations digitally from Discern in minutes, and Discern takes care of any certificate of good standing requirements (or other similar requirements, e.g. publication in some states).
