How to Foreign Register in Virginia

Registering to do business in Virginia as a Corporation requires two main steps:

1. Completing Virginia’s foreign registration filing and providing certified Articles of Incorporation
2. Designating a registered agent with a physical Virginia address
3. Paying the “Entrance Fee”

Virginia's entrance fees for corporations are among the highest in the nation, ranging from $75 to $2,525 based on authorized shares.

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.

The foreign registration filing and documents

Virginia’s Foreign Registration for Corporations is called Form SCC759/921 (Application for Certificate of Authority to Transact Business in Virginia). This process is governed by Virginia Code §13.1-759. 

It’s all 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. 
• The name and address of a registered agent in Virginia

The certification must indicate that each document is a “true and correct copy” of the official records, or words to that effect.

Filing can be submitted online through Virginia's Clerk's Information System (CIS) or via paper form.

Registered agent requirement

Virginia law requires all foreign corporations to designate and continuously maintain a registered agent in Virginia. 

Your registered agent must have a physical street address in Virginia (P.O. boxes are not acceptable) and be available during normal business hours to accept service of process and official correspondence on behalf of your business.

Failure to maintain a registered agent can result in the administrative revocation of your certificate of authority.

The cost of a Virginia foreign registration

From a Secretary of State perspective, there are two main costs to foreign registering in Virginia for stock corporations:

1. An entrance fee (sometimes called a Charter Fee)
2. An annual registration fee

The entrance fee

When a foreign corporation (a corporation domestically registered outside of Virginia, e.g., Delaware) with stock registers to do business in Virginia, it must pay an entrance fee.

The Entrance Fee is determined by the number of Authorized Shares the Corporation has (based on Virginia’s schedule), and ranges from $75 to $2,525.

Companies with over 1 million shares outstanding will pay the maximum fee of $2,525.

The annual registration fee

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.

How to foreign register LLCs in Virginia

LLCs follow the same process as Corporations when registering in Virginia, with two key differences:

1. They submit a different form (Form LLC1052)
2. LLCs must pay a $50 annual registration fee each year
3. LLCs must also designate a registered agent with a physical Virginia address

Like corporations, foreign LLCs must file annual reports and maintain a registered agent to remain in good standing.

Penalties for non-compliance

Virginia imposes consequences for foreign entities that fail to meet registration and ongoing compliance requirements:

• Late fees apply for overdue annual registration fee payments
• Administrative revocation of certificate of authority for failure to file annual reports or pay fees
• Loss of access to Virginia courts until registration is completed and penalties are paid
• Inability to maintain lawsuits or enforce contracts in Virginia

Maintaining good standing requires timely annual filings and continuous registered agent service.

Discern simplifies Virginia foreign registration

Discern handles Virginia foreign registrations digitally, automatically obtains any required certificates of good standing from your home state, and provides registered agent services to keep your Virginia entity compliant.

Ready to register in Virginia? Book a demo to see how Discern streamlines foreign registration and ongoing compliance across all 50 states and DC.