Virginia Foreign LLC Certificate of Registration Filing Package

Virginia Foreign LLC Certificate of Registration Filing Package

Part 1 — Overview and Statutory Framework

A foreign limited liability company "transacting business" in Virginia must obtain a Certificate of Registration from the Virginia State Corporation Commission (SCC) before doing so, pursuant to Va. Code § 13.1-1051. The application is Form LLC-1052, and the SCC strongly encourages online filing through the Clerk's Information System (CIS).

Key Virginia-Specific Points:

• Filing form: Form LLC-1052 — Application for Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company.
• Filing fee: $100.00 (online or by mail).
• Annual registration fee: $50.00, due by the last day of the LLC's anniversary month each year (NOT an annual report — VA collects only a fee, not informational filings).
• Certified copy of Articles of Organization (not merely a certificate of good standing) from the home state must accompany the filing, dated within 12 months.
• The registered agent must satisfy specific qualifications under Va. Code § 13.1-1015 (resident with statutory connection to the LLC, or VSB member, or qualified business entity).
• Failure to register subjects the LLC to a civil penalty of not less than $1,000 nor more than $10,000 (Va. Code § 13.1-1058), and the LLC cannot maintain suit in Virginia courts until it registers and pays penalties.

Part 2 — Pre-Filing Checklist

☐ Confirm the LLC is "transacting business" in Virginia within the meaning of Va. Code § 13.1-1057 (which lists activities that do not require qualification).

☐ Obtain a certified copy of the LLC's Articles of Organization (and all amendments and mergers) from the home state — dated within 12 months. A Certificate of Existence/Good Standing is NOT sufficient; Virginia requires the certified Articles themselves.

☐ Conduct a Virginia name availability check through the SCC Business Entity Search (cis.scc.virginia.gov/Account/NameCheckAvailability).

☐ Confirm the LLC's true name contains an LLC suffix compliant with Va. Code § 13.1-1012 ("Limited Company," "Limited Liability Company," "L.C.," "LC," "L.L.C.," or "LLC").

☐ If the true name is unavailable or non-compliant, prepare a Designated Name that complies with § 13.1-1054.

☐ Identify a qualified Virginia registered agent (Va. Code § 13.1-1015 — Virginia resident with a specified relationship to the LLC, or Virginia State Bar member, or domestic/foreign entity authorized to transact business in VA).

☐ Obtain registered agent acceptance.

☐ Identify principal-office address, jurisdiction of formation, date of organization, and period of duration.

☐ If the LLC was previously authorized in Virginia under any other entity form (corporation, nonstock corporation, business trust, LP, LLP), gather the prior name, type, jurisdiction, and SCC entity ID for disclosure under § 13.1-1052(A)(2).

☐ Prepare $100 filing fee — payable to "State Corporation Commission."

Part 3 — Application for Certificate of Registration (Form LLC-1052)

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
CLERK'S OFFICE

APPLICATION FOR A CERTIFICATE OF REGISTRATION
TO TRANSACT BUSINESS IN VIRGINIA AS A
FOREIGN LIMITED LIABILITY COMPANY
(Form LLC-1052 — Va. Code § 13.1-1052)

The undersigned, on behalf of the foreign limited liability company named below, applies for a certificate of registration to transact business in Virginia and states the following:

Item 1 — Name of Foreign LLC

True legal name (as registered in home state):

[________________________________________________]

Item 2 — Designated Name in Virginia (if applicable)

If the true name does not satisfy Va. Code § 13.1-1054, the designated name used in Virginia is:

[________________________________________________]

☐ Not applicable — the LLC will use its true name.

Item 3 — Jurisdiction of Formation and Prior Authorizations

Jurisdiction of formation (state/country): [________________________________]

Has the LLC ever previously been authorized or registered to transact business in Virginia under any other name or entity type? ☐ Yes ☐ No

If Yes, list each prior authorization:

Item 4 — Date of Formation and Duration

Original date of organization: [__/__/____]

Period of duration: ☐ Perpetual ☐ Specific date: [__/__/____]

Item 5 — Registered Office and Registered Agent in Virginia

Name of Registered Agent: [________________________________________________]

The Registered Agent qualifies as (check one):

☐ (a) An individual who is a resident of Virginia and is —
☐ a member or manager of the LLC
☐ a member/manager of an LLC that is a member/manager of the LLC
☐ an officer/director of a corporation that is a member/manager
☐ a partner of a partnership that is a member/manager
☐ a general partner of a limited partnership that is a member/manager
☐ a trustee of a trust that is a member/manager
☐ a member of the Virginia State Bar

☐ (b) A domestic or foreign stock or nonstock corporation, LLC, or registered LLP authorized to transact business in Virginia, whose business office is identical with the registered office.

Registered Office Address (must be in Virginia; physical street address):

[________________________________________________]

City: [________________________] State: VA ZIP: [_________]

County or independent city in which the office is located: [____________________]

The business office of the Registered Agent is identical with the Registered Office: ☐ Yes ☐ No

Item 6 — Appointment of Clerk as Agent

The LLC consents that the clerk of the State Corporation Commission is irrevocably appointed the agent of the LLC for service of process if the LLC fails to maintain a registered agent in Virginia, the registered agent's authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence (Va. Code § 13.1-1052(A)(5)).

Item 7 — Principal Office Address

The post office address, including street and number, of the LLC's principal office:

[________________________________________________]

City: [________________________] State: [____] ZIP: [_________]

Item 8 — Statement of Foreign LLC Status

The undersigned certifies that the LLC is a "foreign limited liability company" as defined in Va. Code § 13.1-1002.

Item 9 — Execution

Executed in the name of the foreign limited liability company:

Signature: [________________________________________________]

Printed name: [________________________________________________]

Title (member / manager / authorized person): [________________________]

Date: [__/__/____]

Part 4 — Required Attachments

☐ Certified Copy of Articles of Organization (and all amendments and mergers) from home state — dated within the last 12 months. (A Certificate of Existence/Good Standing is NOT accepted in lieu of certified Articles.)

☐ Sworn translation if the certified copy is in a language other than English.

☐ Filing fee of $100.00 payable to "State Corporation Commission."

☐ Cover letter with return address and contact information (optional but recommended for paper filings).

Part 5 — Fee Schedule (2026)

Part 6 — Filing Submission Methods

Processing time: Online filings typically processed same business day. Mail filings: 7–14 business days.

Part 7 — Post-Qualification Compliance Checklist

☐ Virginia State Tax Registration — register with the Virginia Department of Taxation (iReg portal at www.tax.virginia.gov) for income tax withholding, sales/use tax, and pass-through entity tax (if elected).

☐ Local BPOL (Business, Professional & Occupational License) — register with the city or county Commissioner of the Revenue where the LLC has a Virginia office.

☐ Annual Registration Fee — $50, due by the last day of the LLC's anniversary month each year. Pay online via CIS. (No informational annual report required.)

☐ Virginia Employment Commission registration — if the LLC has Virginia employees, register for unemployment insurance.

☐ Workers' Compensation Insurance — required if the LLC has three or more employees, regardless of part-time/full-time status.

☐ Industry-specific licensing — verify with DPOR (Department of Professional and Occupational Regulation) for trades, contractors, real estate, etc.

☐ Maintain a Virginia registered agent continuously; file Statement of Change (LLC-1016 — no fee) for any change.

☐ File amendments (LLC-1055, $25) within a reasonable time if any item in the Application becomes inaccurate.

☐ Keep records sufficient to satisfy Va. Code § 13.1-1028.

☐ Real-property transactions: Confirm the LLC has authority to hold/convey Virginia real estate — execute and record a deed of authority where required for clean title.

Part 8 — Name Distinguishability and Designated Name

Under Va. Code § 13.1-1012 and § 13.1-1054, the LLC's name in Virginia must:

☐ Contain the words "Limited Company" or "Limited Liability Company" or the abbreviation "L.C.," "LC," "L.L.C.," or "LLC."

☐ Be distinguishable upon the records of the SCC from any other entity, reserved name, registered name, or designated name.

☐ Not contain language stating or implying the LLC is organized for a purpose other than that permitted by Va. Code § 13.1-1008.

☐ Not contain words restricted to other entity types (e.g., "bank," "trust," "engineer") without regulatory approval.

If the true name is unavailable or non-compliant, the LLC must adopt a Designated Name under § 13.1-1054:

The Designated Name is recorded as part of the Application for Certificate of Registration — no separate filing or fee.

Part 9 — Withdrawal / Cancellation Procedure

A foreign LLC that ceases to transact business in Virginia must file a Certificate of Cancellation of Registration (Form LLC-1056) under Va. Code § 13.1-1060 to terminate its registration.

Pre-Withdrawal Checklist

☐ Confirm all Virginia state and local taxes are paid (Department of Taxation tax clearance is not statutorily required but should be confirmed).

☐ Pay all delinquent annual registration fees and any penalties.

☐ Confirm registered-agent designation is current.

☐ Notify contract counterparties, lessees, lessors, and lenders of withdrawal effective date.

Certificate of Cancellation of Registration (LLC-1056)

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

CERTIFICATE OF CANCELLATION OF REGISTRATION
(Foreign Limited Liability Company — Va. Code § 13.1-1060)

1. Name of foreign LLC: [________________________________________________]

2. SCC entity identification number: [________________________]

3. Jurisdiction of formation: [________________________________]

4. Date of Virginia Certificate of Registration: [__/__/____]

5. The LLC no longer transacts business in Virginia and revokes the authority of its registered agent to accept service of process on its behalf.

6. The LLC consents that service of process in any action arising out of business transacted in Virginia prior to cancellation may be made on the clerk of the State Corporation Commission.

7. Address to which the clerk shall mail process:

[________________________________________________]

8. Executed by an authorized person:

Signature: [________________________________________________]

Printed name: [________________________________________________]

Title: [________________________________________________]

Date: [__/__/____]

Withdrawal Fee

Part 10 — Activities Not Constituting Transacting Business

Under Va. Code § 13.1-1057, the following activities, by themselves, do not require foreign qualification:

☐ Maintaining, defending, or settling any proceeding

☐ Holding meetings of members or managers, or carrying on activities concerning internal affairs

☐ Maintaining bank accounts

☐ Maintaining offices for transfer/exchange/registration of the LLC's own securities or trustees with respect to those securities

☐ Selling through independent contractors

☐ Soliciting or obtaining orders, by mail or otherwise, that require acceptance outside Virginia before becoming contracts

☐ Creating or acquiring indebtedness, mortgages, and security interests in real or personal property

☐ Securing or collecting debts or enforcing mortgages and security interests in property securing the debts

☐ Owning, without more, real or personal property

☐ Conducting an isolated transaction completed within 30 days and not part of repeated transactions of like nature

☐ Transacting business in interstate commerce

Part 11 — 2024–2025 Reforms and Recent Developments

• Protected Series LLCs (Va. Code § 13.1-1088 et seq.): Virginia's Protected Series provisions, effective July 1, 2020, continue to develop — foreign protected-series LLCs must separately register each protected series intending to transact business in Virginia (Form LLC-1097).
• CIS modernization: The SCC's Clerk's Information System now supports fully electronic registered-agent changes (no fee) and annual fee payments with email reminders.
• Beneficial ownership / CTA coordination: While Virginia has not enacted a state-level beneficial-ownership reporting statute, foreign LLCs registered in Virginia generally remain subject to FinCEN's federal Corporate Transparency Act obligations (verify current federal applicability — CTA litigation status and Treasury rule changes have been ongoing through 2024–2025).
• Registered Agent qualifications enforcement: SCC continues to reject filings where the registered agent does not meet the precise statutory categories in § 13.1-1015 — confirm individual-agent eligibility carefully.
• Administrative cancellation: Failure to pay the annual registration fee triggers automatic administrative cancellation in the fourth month after the due date; reinstatement requires all delinquent fees, a reinstatement filing, and the $100 reinstatement fee.

Part 12 — Sources and References

• Va. Code § 13.1-1000 et seq. — Virginia Limited Liability Company Act
• Virginia SCC Foreign LLC Forms and Fees — https://www.scc.virginia.gov/businesses/forms-and-fees/foreign-limited-liability-companies/
• Form LLC-1052 — Application for Certificate of Registration
• Clerk's Information System (CIS) — https://cis.scc.virginia.gov
• Virginia Department of Taxation — https://www.tax.virginia.gov
• Foreign Registration Checklist (SCC) — https://www.scc.virginia.gov/businesses/cis-help/foreign-registration-checklist/

Disclaimer

This template is provided for informational purposes only and does not constitute legal advice. Statutory citations, fees, official forms, and procedures change. Verify current requirements with the Virginia State Corporation Commission and consult a Virginia-licensed attorney before filing.