Registering an out-of-state corporation to do business in Virginia takes three steps:
Filing the application for a certificate of authority with certified Articles of Incorporation
Designating a registered agent with a physical Virginia street address
Paying the $25 filing fee plus the entrance fee
Together the filing and entrance fees run $75 to $2,525, depending on authorized shares.
A company with more than 1 million authorized shares owes:
the maximum combined fee of $2,525 at registration, and
a maximum annual registration fee of $850 each year thereafter, also based on authorized shares.
The foreign registration filing and documents
Virginia's foreign registration for corporations is Form SCC759/921 (Application for Certificate of Authority to Transact Business in Virginia as a Foreign Corporation), governed by Virginia Code § 13.1-759(A). The application has to arrive with:
A certified copy of the articles of incorporation and all amendments, authenticated by the official with custody of corporate records in the home state (§ 13.1-759(B)). The Form SCC759/921 (Rev. 09/21) instructions set a 12-month authentication window and require certification that each document is a "true and correct copy" of the official records
The name and address of a registered agent in Virginia
The names and addresses of the officers and directors, plus the share class information that § 13.1-759(A) requires
Deliver the application to the Virginia State Corporation Commission for filing. Online filing is available through the Clerk's Information System, generally the fastest method for both standard and expedited processing.
Registered agent requirement
Va. Code § 13.1-763 and § 13.1-1015 require foreign corporations and LLCs to continuously maintain a registered agent in Virginia and a registered office in the Commonwealth. The registered office must be a complete street address, not a P.O. box. Per the SCC's registered agent guidance, a narrow exception allows a P.O. box for cities or towns with a population of less than 2,000 where no street address exists, but filings using that exception must be submitted on paper.
For a corporation, the agent is an individual Virginia resident who is an officer or director or a member of the Virginia State Bar, with a business office identical to the registered office, or an entity authorized to transact business in Virginia that keeps a natural person at that office to accept service. Section 13.1-1015 adds options for LLCs: a member or manager of the LLC, a member or manager of an LLC that is itself a member or manager, an officer or director of a corporate member or manager, a general partner or trustee of a partnership or trust that is a member or manager, a member of the Virginia State Bar, or an officer of the LLC available during regular business hours to accept service.
Virginia law requires a foreign corporation to continuously maintain a registered office and registered agent in the Commonwealth under Va. Code § 13.1-763. If it fails to appoint or maintain a registered agent, Va. Code § 13.1-766 provides that the clerk of the Commission is an agent for service of process.
The cost of a Virginia foreign registration
From a Secretary of State perspective, a foreign stock corporation faces two costs in Virginia: an entrance fee (sometimes called a charter fee) at registration, and an annual registration fee every year after that.
The entrance fee
A corporation formed outside Virginia pays an entrance fee under Va. Code § 13.1-615.1: $50 for 1 to 25,000 authorized shares, rising $50 for each additional 25,000 shares or fraction thereof up to 1,000,000 shares, and a flat $2,500 above 1,000,000 shares. The separate $25 filing fee comes from Va. Code § 13.1-616. The fee keys off authorized shares, not shares outstanding, so a large authorized pool pays the maximum.
Authorized shares | Entrance fee | Filing fee | Total |
|---|---|---|---|
1 to 25,000 | $50 | $25 | $75 |
25,001 to 1,000,000 | $50 per additional 25,000 shares or fraction | $25 | up to $2,525 |
More than 1,000,000 | $2,500 flat | $25 | $2,525 |
The annual registration fee
The fee and annual report are due by the last day of the twelfth month following the month of authorization, and by that date each year after. A company authorized in July owes by July 31.
Under Va. Code § 13.1-775.1, the corporate fee is $50 for 5,000 or fewer authorized shares, plus $15 for each additional 5,000 shares or fraction thereof, to a maximum of $850.
The report carries no fee. Va. Code § 13.1-775(C) allows filing up to three months early, and it is filed online through the Clerk's Information System.
How to foreign register LLCs in Virginia
A foreign LLC follows the same authenticated-documents path as a corporation, including the rule that a home-state good standing certificate is no substitute for certified articles, but carries a lighter annual burden. Two things differ:
LLCs submit Form LLC1052 and receive a certificate of registration, not a certificate of authority.
LLCs pay a flat $50 annual registration fee under Va. Code § 13.1-1062(A), due by the last day of the twelfth month after registration, and file no annual report.
Penalties for non-compliance
Virginia imposes consequences on foreign entities that miss registration and ongoing compliance requirements.
No access to Virginia courts. An unregistered foreign corporation cannot sue in Virginia until it obtains a certificate of authority, though it may defend (§ 13.1-758(A) bars the suit and § 13.1-758(E) preserves the right to defend; § 13.1-1057(A) and § 13.1-1057(C) do the same for LLCs).
Personal penalties. Each officer, director, member, manager, or employee who knowingly transacts business without registering faces $500 to $5,000 under § 13.1-758(D) and § 13.1-1057(D).
Late fees. Stock corporations owe 10% of the annual fee or $10, whichever is higher, an SCC administrative penalty rather than a figure set out in the Code itself. LLCs owe a $25 penalty on top of the $50 fee under Va. Code § 13.1-1064(A), for $75 total.
Automatic revocation. A corporation's certificate is revoked if the fee is unpaid by the last day of the fourth month after the due date, and an LLC's existence is automatically canceled after the third month under § 13.1-1050.2. Reinstatement costs $100 plus accrued fees and penalties, per the SCC's reinstatement fee schedule for corporations and Va. Code § 13.1-1064(B) for LLCs.
Maintaining good standing requires timely annual filings and continuous registered agent service.
Automate Virginia foreign registration with Discern
Virginia foreign registration is a defined process, but the ongoing annual report and annual registration-fee obligations that follow certification do not end when the certificate issues. Discern tracks each Virginia deadline and files ahead of the due date, before the fourth-month revocation window opens.
Teams entering several states at once manage every registration, registered agent, and deadline from one dashboard with Discern, with visibility across the full portfolio. Multi-state registration moves faster when repetitive filing details are automated rather than tracked by hand.
Frequently asked questions about Virginia foreign registration
Two points trip up multi-entity filers most often in Virginia.
Does a foreign LLC have to file an annual report in Virginia?
No. Foreign LLCs pay only the $50 annual registration fee each year through CIS. The annual report obligation under § 13.1-775 applies to foreign corporations.
Can I submit a certificate of good standing instead of certified articles?
No. The SCC requires a certified copy of the articles and all amendments, authenticated within the past 12 months, and its foreign registration checklist states it cannot accept the original articles or a certificate that merely certifies good standing.
Updated on
2026-09-09
