Foreign Qualification Application - Preparation Worksheet - Virginia

Virginia Foreign Qualification Preparation Worksheet

Purpose and Scope

Use this worksheet to prepare one of the following current Virginia State Corporation Commission filings:

• Track A — Foreign stock corporation: Form SCC759/921, Application for Certificate of Authority to Transact Business in Virginia as a Foreign Corporation (Rev. 07/26).
• Track B — Foreign limited liability company: Form LLC1052, Application for Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company (Rev. 02/26).

Do not file this worksheet. Transfer the completed information to the current SCC form or the Clerk's Information System.

Part 1 — Is Virginia Registration Required?

Va. Code § 13.1-757 requires a foreign stock corporation to obtain a certificate of authority before transacting business in Virginia. Va. Code § 13.1-1051 imposes the parallel certificate-of-registration requirement on a foreign LLC.

The statutory exception lists are nonexclusive. Examples that, standing alone, generally do not constitute transacting business include maintaining or settling a proceeding, internal governance meetings, maintaining financial accounts, selling through independent contractors, soliciting orders requiring out-of-state acceptance, creating or collecting debts, owning property, conducting a qualifying isolated transaction, and transacting interstate commerce. See Va. Code §§ 13.1-757(B)–(E) and 13.1-1059.

☐ Obtain legal review before relying on an exception.

Describe the entity's Virginia activities: [________________________________]

Part 2 — Choose the Correct Track

☐ Track A: foreign stock corporation

☐ Track B: foreign limited liability company

Stop and obtain the entity-specific filing if the applicant is a:

☐ nonstock corporation

☐ professional corporation or professional LLC

☐ foreign series LLC or foreign protected series

☐ limited partnership, registered LLP, business trust, bank, insurer, or other regulated entity

Part 3 — Current Filing Route and Fee

The SCC accepts online filings through the Clerk's Information System and paper filings by mail or delivery.

Track A — Foreign Stock Corporation

Current charge:

• $25 filing fee, plus
• an entrance fee under Va. Code § 13.1-615.1:
• for 1,000,000 or fewer authorized shares, $50 for each 25,000 shares or fraction; or
• for more than 1,000,000 authorized shares, $2,500.

The $25 application fee is confirmed in the 2026-updated Va. Code § 13.1-616 and the current SCC759/921 instructions.

Track B — Foreign LLC

Current filing fee: $100 under Va. Code § 13.1-1005 and the current LLC1052 instructions.

Part 4 — Authenticated Home-Jurisdiction Documents

Virginia does not use a generic good-standing certificate as the required attachment for these two applications.

Track A

Attach a certified or otherwise authenticated copy of the corporation's articles of incorporation and all amendments and corrections, authenticated by the home-jurisdiction records official within the past 12 months. See Va. Code § 13.1-759(B) and Form SCC759/921.

Track B

Attach a certified or otherwise authenticated copy of the LLC's articles of organization or other constituent document and all amendments and corrections, authenticated by the home-jurisdiction records official within the past 12 months. See Va. Code § 13.1-1052(B) and Form LLC1052.

☐ Complete governing-document set obtained

☐ Authentication states that the copies are true and correct copies, or equivalent

☐ Authentication will be no more than 12 months old when filed

Part 5 — Name, Formation, and Prior Virginia Registration

If previously authorized or registered, attach for each prior registration:

A designated name is required when the real name does not satisfy Virginia's entity-name rules or is unavailable. See Va. Code §§ 13.1-762 and 13.1-1054.

Part 6 — Principal Office

A post-office box alone is not sufficient for the principal office on either current form.

Part 7 — Virginia Registered Agent and Office

The registered office must be in Virginia and identical to the registered agent's business office. The entity may not serve as its own registered agent.

For a stock corporation, a qualified individual is a Virginia resident who is an officer or director of the corporation or a Virginia State Bar member. An entity agent must be an authorized stock or nonstock corporation, LLC, or registered LLP. See Va. Code §§ 13.1-634 and 13.1-759(A)(5).

For an LLC, use one of the individual or entity qualifications listed on Form LLC1052 and in Va. Code §§ 13.1-1015 and 13.1-1052(A)(4).

Part 8 — Track-Specific Information

Track A — Directors, Officers, and Authorized Shares

List every director and every principal officer. If the corporation has no directors, enter “NONE” as instructed by SCC759/921.

List the number of shares the corporation is authorized to issue, itemized by class. Do not substitute issued shares.

Track B — LLC Affirmations and Special Status

☐ The applicant is a “foreign limited liability company” under Va. Code § 13.1-1002.

☐ The applicant appoints the Clerk of the Commission for service in the circumstances stated in Va. Code § 13.1-1052(A)(5).

☐ The LLC is not a foreign series LLC.

If it is a foreign series LLC, stop and attach the name and jurisdiction of each foreign protected series and review the separate protected-series registration requirements.

Part 9 — Execution

The current forms require signature in the entity's name. They do not contain a notarization block.

Track A Authorized Signer

SCC759/921 permits the chairman or vice-chairman of the board, the president, or another officer authorized to act for the corporation.

Track B Authorized Signer

LLC1052 permits a manager, a person delegated management authority, a member when no manager or other authorized manager exists, or another person authorized to sign post-formation documents for the LLC. Do not use “owner” as the title.

Part 10 — Filing Checklist

☐ Correct current SCC form selected

☐ Correct entity track confirmed

☐ Filing fee and any corporation entrance fee calculated

☐ Exact name, designated name, jurisdiction, formation date, and duration completed

☐ Prior Virginia registration details attached, if applicable

☐ Principal-office street address entered

☐ Qualified Virginia registered agent and matching registered office entered

☐ County or independent city entered

☐ Authenticated formation documents and all amendments/corrections attached

☐ Track A directors, principal officers, and authorized shares completed

☐ Track B statutory affirmations completed

☐ Professional-entity or series attachments reviewed, if applicable

☐ Authorized person signed

☐ No unnecessary notary block added

Part 11 — Ongoing Requirements

Track A — Stock Corporation

Va. Code § 13.1-775 requires an annual report. The report and annual registration fee are generally due on or before the last day of the twelfth month after the month in which the corporation was authorized, and by that date each year thereafter. The SCC describes this as the last day of the corporation's Virginia registration month.

The annual report updates the principal office, registered office and agent, directors, principal officers, and authorized shares. The annual fee is based on authorized shares under Va. Code § 13.1-775.1.

If the annual report or fee remains delinquent through the last day of the fourth month after its due date, the certificate of authority is automatically revoked under Va. Code § 13.1-768.

Track B — LLC

A foreign LLC pays a $50 annual registration fee under Va. Code § 13.1-1062. It is generally due on or before the last day of the twelfth month after the month of Virginia registration and by that date each year thereafter. This LLC track does not use the corporation annual report required by Va. Code § 13.1-775.

Late payment incurs a $25 penalty under Va. Code § 13.1-1064. If the fee remains unpaid through the last day of the third month after its due date, the certificate of registration is automatically canceled under Va. Code § 13.1-1056.1.

Part 12 — Changes After Registration

Track A

Under Va. Code § 13.1-760:

• obtain an amended certificate of authority for a change of corporate name, jurisdiction of formation, or designated Virginia name; and
• file an authenticated copy of every home-jurisdiction articles amendment within 30 days after it becomes effective.

The SCC currently charges $25 for an amended certificate or authenticated amendment filing, plus any additional entrance fee caused by an increase in authorized shares. A registered-agent or registered-office change has no filing fee.

Track B

Under Va. Code § 13.1-1055, promptly file an amended application when the original application was false or becomes inaccurate, or when abandoning or changing a designated name. Promptly file an authenticated copy of a home-jurisdiction amendment or correction. Use separate statements to change the registered office, registered agent, or principal office.

The SCC currently charges $25 for the LLC amended application. A registered-agent, registered-office, or principal-office change has no filing fee.

Part 13 — Voluntary Exit

Track A — Certificate of Withdrawal

Use current Form SCC767/929. Filing fee: $10.

Va. Code § 13.1-767 requires the corporation to state that it is no longer transacting business and surrenders its authority, revoke the registered agent's authority, appoint the Clerk for post-withdrawal service, provide a mailing address, and promise to update that address. The corporation must also certify that required Virginia returns were filed and state taxes paid, or that none are required.

Track B — Certificate of Cancellation

Use current Form LLC1056. Filing fee: $25.

Va. Code § 13.1-1056 imposes parallel cessation, service, address, and tax-certification requirements for a foreign LLC.

The SCC must complete the withdrawal or cancellation on or before the annual-fee due date to avoid the current year's assessment where the governing statute and form permit.

Part 14 — Consequences of Nonregistration

An unregistered foreign stock corporation or LLC generally may not maintain a Virginia court proceeding until it qualifies. Nonregistration does not invalidate the entity's acts or prevent it from defending a proceeding. Knowing in-state activity without required authority can expose responsible officers, directors, members, managers, or employees to statutory penalties. See Va. Code §§ 13.1-758 and 13.1-1057.

Sources and References

• Virginia SCC, Form SCC759/921 — Foreign Corporation Application (Rev. 07/26)
• Virginia SCC, Foreign Corporations Forms and Fees
• Virginia SCC, Form LLC1052 — Foreign LLC Application (Rev. 02/26)
• Virginia SCC, Foreign LLC Forms and Fees
• Virginia SCC, Annual Registration Fees
• Va. Code § 13.1-757 — Foreign stock-corporation authority
• Va. Code § 13.1-758 — Consequences of acting without authority
• Va. Code § 13.1-759 — Stock-corporation application
• Va. Code § 13.1-760 — Stock-corporation amendments
• Va. Code § 13.1-762 — Foreign corporation name
• Va. Code § 13.1-634 — Corporation registered office and agent
• Va. Code § 13.1-767 — Stock-corporation withdrawal
• Va. Code § 13.1-768 — Automatic revocation
• Va. Code § 13.1-775 — Corporate annual report
• Va. Code § 13.1-775.1 — Corporate annual fee
• Va. Code § 13.1-615.1 — Corporation entrance fee
• 2026-updated Va. Code § 13.1-616 — Corporation filing fees
• Va. Code § 13.1-1002 — LLC definitions
• Va. Code § 13.1-1005 — LLC filing fees
• Va. Code § 13.1-1015 — LLC registered office and agent
• Va. Code § 13.1-1051 — Foreign LLC authority
• Va. Code § 13.1-1052 — Foreign LLC application
• Va. Code § 13.1-1054 — Foreign LLC name
• Va. Code § 13.1-1055 — Foreign LLC amendments
• Va. Code § 13.1-1056 — Foreign LLC cancellation
• Va. Code § 13.1-1056.1 — Automatic cancellation
• Va. Code § 13.1-1057 — Consequences of acting without registration
• Va. Code § 13.1-1059 — Activities not constituting doing business
• Va. Code § 13.1-1062 — LLC annual fee
• Va. Code § 13.1-1064 — LLC late-fee penalty

Verify the live SCC form, fee table, and Code of Virginia immediately before filing.