What is a Virginia certificate of authority?
Companies are required to register with the Virginia State Corporation Commission before doing business in Virginia. Businesses that are incorporated in another state will typically apply for a Virginia certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity.
Operating without a certificate of authority may result in penalties or fines. In addition to the state’s requirements, licensing agencies, banks, and vendors will often request a certificate of authority.
When do I need a certificate of authority?
The most common reasons for applying for a certificate of authority include:
- Opening an office or physical location within the foreign state
- Hiring an employee who resides within the state
- Before beginning a contract or a job in a new state
- A vendor or bank’s requirements
- Licensing authority requirements
How do I get a Virginia certificate of authority?
To obtain your Virginia Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved. Be sure to follow the state’s instructions carefully, as they can reject a document for the smallest error.
For Foreign Corporations:
| Agency: | Virginia State Corporation Commission |
| Form: | Application for a Certificate of Authority to Transact Business in Virginia |
| Filing Method: | Mail, in-person or online. |
| Agency Fee: | Depends on authorized shares. Minimum fee of $75 and maximum fee of $2,525. |
| Law: | |
| Certified Copy Requirement: | Certified copy of articles of incorporation, and all amendments and mergers, dated within 1 year. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Limited Liability Companies:
| Agency: | Virginia State Corporation Commission |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $100 |
| Law: | |
| Certified Copy Requirement: | Certified copy of articles of formation, and all amendments and mergers, dated within 1 year. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Nonprofit Corporations:
| Agency: | Virginia State Corporation Commission |
| Form: | Application for a Certificate of Authority to Transact Business in Virginia |
| Filing Method: | Mail or online. |
| Agency Fee: | $75 |
| Law: | |
| Certified Copy Requirement: | Certified copy of articles of incorporation, and all amendments and mergers, dated within 1 year. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Professional Corporations:
| Agency: | Virginia State Corporation Commission |
| Form: | Application for a Certificate of Authority to Transact Business in Virginia |
| Filing Method: | Mail or online. |
| Agency Fee: | Depends on authorized shares. Minimum fee of $75 and maximum fee of $2,525. |
| Law: | |
| Certified Copy Requirement: | Certified copy of articles of incorporation, and all amendments and mergers, dated within 1 year. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Professional LLCs:
| Agency: | Virginia State Corporation Commission |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $100 |
| Law: | |
| Required Attachments: |
|
| Certified Copy Requirement: | Certified copy of articles of formation, and all amendments and mergers, dated within 1 year. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Limited Partnerships:
| Agency: | Virginia State Corporation Commission |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $100 |
| Law: | |
| Certified Copy Requirement: | Certified copy of articles of formation, and all amendments and mergers, dated within 1 year. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
For Foreign Limited Liability Partnerships:
| Agency: | Virginia State Corporation Commission |
| Form: | Statement of Registration as a Foreign Registered Limited Liability Partnership |
| Filing Method: | Mail or online. |
| Agency Fee: | $100 |
| Law: | |
| Certified Copy Requirement: | Certified copy of articles of formation, and all amendments and mergers, dated within 1 year. |
| Certificate of Good Standing Requirement: | Good standing certificate not required. |
What do I need from my home state?
In order to obtain a Virginia Certificate of Authority, you must also submit:
- Limited Liability Company: Certified copy of articles of organization, and all amendments and mergers, dated within 1 year.
- Corporation: Certified copy of articles of incorporation, and all amendments and mergers, dated within 1 year.
- Limited Partnership: Certified copy of articles of formation, and all amendments and mergers, dated within 1 year.
- Limited Liability Partnership: Certified copy of articles of formation, and all amendments and mergers, dated within 1 year.
- Nonprofit Corporation: Certified copy of articles of incorporation, and all amendments and mergers, dated within 1 year.
- Professional Corporation: Certified copy of articles of incorporation, and all amendments and mergers, dated within 1 year.
What is a registered agent?
A registered agent receives service of process and government notices on behalf of your business. When you prepare your Virginia Certificate of Authority application, you must list a registered agent with a physical address within the state (P.O. Boxes are not allowed).
Many businesses do not have an individual or physical address in a new state. Listing our local registered agent address on your certificate of authority application meets the state’s requirements. Additionally, you get same day document scanning from our local office in all 50 states and DC. Our registered agent service is a flat rate of $99 per year, and you can easily add our service to any certificate of authority order.
What is the contact information for the state?
Virginia State Corporation CommissionPhysical Address:
Office of the Clerk - Tyler Building, 1st floor, 1300 E. Main St.
Richmond, VA 23219
Mailing Address:
Office of the Clerk, P.O. Box 1197
Richmond, VA 23218
Phone: 804-371-9733 or 1-866-722-2551 (toll free in Virginia)
Website: http://www.scc.virginia.gov/clk/index.aspx
Name Search: https://cis.scc.virginia.gov/EntitySearch/Index
Forms: http://www.scc.virginia.gov/clk/formfee.aspx
Online Filing: https://cis.scc.virginia.gov/
Email: sccefile@scc.virginia.gov
