Foreign qualification is a legal process that allows a business incorporated in another state to operate in Virginia. By registering with the Secretary of State, businesses can ensure compliance with state laws and gain the authority to conduct business activities within the state.
There are 2 different ways to foreign qualify in Virginia depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in Virginia or use Mosey to do it.
Use Mosey to register with the Secretary of State in Virginia.
Avoid the hassle of doing it yourself and use Mosey to automate foreign qualification, annual reports, and registered agent service.
Virginia Foreign Qualification for LLC
A foreign business must first qualify with the Virginia State Corporation Commission by applying for a Certificate of Authority before "doing business" in the state. Hiring employees in Virginia is generally considered "doing business" in the state.
Obtain Articles of Incorporation and All Amendments
Unlike most states that ask for a Certificate of Good Standing, Virginia requires you to provide certified copies of your Articles of Incorporation and all amendments. Copies must be authenticated or certified by your home state within the past 12 months.
Establish a Registered Agent
You must have a registered agent in Virginia designated to accept service of any process, notice, or demand. Your registered agent can be a Virginia resident if they are: (a) A member of your management, or (b) A member of the Virginia State Bar. Your registered agent can also be a company authorized to do business in the state. Note: Your business cannot act as its own registered agent.
Register a Clerk’s Information System (CIS) Account
The Clerk’s Information System is the State Corporation Commission's portal for online services. You need an account to file forms and make payments online.
File Application for Certificate of Authority
File the Application for Certificate of Authority to Transact Business in Virginia (Form LLC-1052) online through the Clerk’s Information System.
Virginia Foreign Qualification for C Corporation
A foreign business must first qualify with the Virginia State Corporation Commission by applying for a Certificate of Authority before "doing business" in the state. Hiring employees in Virginia is generally considered "doing business" in the state.
Obtain Articles of Incorporation and all Amendments
Unlike most states that ask for a Certificate of Good Standing, Virginia require you to provide certified copies of your Articles of Incorporation and all amendments. Copies must be authenticated or certified by your home state within the past 12 months.
Establish a Registered Agent
You must have a registered agent in Virginia designated to accept service of any process, notice, or demand. Your registered agent can be a Virginia resident if they are: (a) A member of your management, or (b) A member of the Virginia State Bar. Your registered agent can also be a company authorized to do business in the state. Note: Your business cannot act as its own registered agent.
Register a Clerk’s Information System Account
The Clerk’s Information System is the State Corporation Commission's portal for online services. You need an account to file forms and make payments online.
File Application for Certificate of Authority
File the Application for Certificate of Authority to Transact Business in Virginia (Form SCC759/921) online through the Clerk’s Information System.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in Virginia.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in Virginia.
