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Virginia Foreign qualification

The requirements, the timing and the official sources. Everything we’ve verified, in one place.

Sources verifiedLast verified 2026-10-25

Authority to do business

Choose your entity type and confirm the scope of the cited requirements. Fees and additional charges are listed separately.

LLCs

Fee

$100

View official source

Timing

Obtain a certificate of registration from the State Corporation Commission before transacting business in Virginia.

View official source

Required documents

Completed application and authenticated copies of organizational or constituent documents and all amendments and corrections from the formation jurisdiction.

View official source

Penalties for operating without registration

Cannot maintain a Virginia court action until registered. Members, managers, or employees knowingly doing business without required registration face $500–$5,000 penalties after notice and an opportunity to be heard.

View official source

Timing

Obtain a certificate of registration from the State Corporation Commission before transacting business in Virginia.

Verified 2026-10-25 — source and quotation
A. A foreign limited liability company may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission.
Official source

Required documents

Completed application and authenticated copies of organizational or constituent documents and all amendments and corrections from the formation jurisdiction.

Verified 2026-10-25 — source and quotation
B. The foreign limited liability company shall deliver with the completed application a copy of its articles of organization or other constituent documents and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having custody of limited liability company records in its jurisdiction of formation.
Official source

Fee

$100

Verified 2026-10-25 — source and quotation
1. For filing any one of the following, the fee shall be $100: a. Articles of organization. b. An application for registration as a foreign limited liability company.
Official source

Penalties for operating without registration

Cannot maintain a Virginia court action until registered. Members, managers, or employees knowingly doing business without required registration face $500–$5,000 penalties after notice and an opportunity to be heard.

Verified 2026-10-25 — source and quotation
A. A foreign limited liability company transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth. … D. If a foreign limited liability company transacts business in the Commonwealth without a certificate of registration, each member, manager or employee of the limited liability company who does any of such business in the Commonwealth knowing that a certificate of registration is required and has not been obtained shall be liable for a penalty of not less than $500 and not more than $5,000 to be imposed by the Commission, after the limited liability company and the individual have been given notice and an opportunity to be heard.
Official source

Corporations

Fee

$25

View official source

Timing

A. A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission.

View official source

Required documents

Signed application on the Commission's form, with authenticated articles of incorporation and all amendments and corrections.

View official source

Penalties for operating without registration

Cannot maintain a Virginia court proceeding until authorized. Officers, directors, and employees knowingly doing business without required authority face $500–$5,000 penalties after notice and an opportunity to be heard.

View official source

Timing

A. A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission.

Verified 2026-10-25 — source and quotation
A. A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission.
Official source

Required documents

Signed application on the Commission's form, with authenticated articles of incorporation and all amendments and corrections.

Verified 2026-10-25 — source and quotation
A. To obtain a certificate of authority to transact business in the Commonwealth, a foreign corporation shall deliver an application to the Commission. The application shall be made on a form prescribed and furnished by the Commission. The application shall be signed in the name of the foreign corporation and set forth: … B. The foreign corporation shall deliver with the completed application a copy of its articles of incorporation and all amendments and corrections thereto duly authenticated by the Secretary of State or other official having custody of corporate records in its jurisdiction of formation.
Official source

Fee

$25

Verified 2026-10-25 — source and quotation
2. For filing any one of the following, the fee shall be $25: … g. An application of a foreign corporation for a certificate of authority to transact business in the Commonwealth.
Official source

Penalties for operating without registration

Cannot maintain a Virginia court proceeding until authorized. Officers, directors, and employees knowingly doing business without required authority face $500–$5,000 penalties after notice and an opportunity to be heard.

Verified 2026-10-25 — source and quotation
A. A foreign corporation transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding in any court in the Commonwealth until it obtains a certificate of authority. … D. If a foreign corporation transacts business in the Commonwealth without a certificate of authority, each officer, director, and employee who does any of such business in the Commonwealth knowing that a certificate of authority is required shall be liable for a penalty of not less than $500 and not more than $5,000. Any such penalty may be imposed by the Commission or by any court in the Commonwealth before which an action against the corporation may lie, after the corporation and the individual have been given notice and an opportunity to be heard.
Official source

Fee notes

An entrance fee is also due: $50 for each 25,000 authorized shares or fraction when there are 1,000,000 or fewer shares, or $2,500 when there are more than 1,000,000 shares.

Verified 2026-10-25 — source and quotation
A. Every domestic corporation, upon the granting of its charter or upon its incorporation by domestication or conversion, shall pay a charter fee into the state treasury, and every foreign corporation, when it obtains from the State Corporation Commission a certificate of authority to transact business in the Commonwealth, shall pay an entrance fee into the state treasury. The fee in each case is to be ascertained and fixed as follows: For any domestic or foreign corporation whose number of authorized shares is 1,000,000 or fewer shares: $50 for each 25,000 shares or fraction thereof; For any domestic or foreign corporation whose number of authorized shares is more than 1,000,000 shares: $2,500.
Official source
Official sources and verification (9)

Last verified 2026-10-25. Each quotation supports the corresponding published value.

LLC / Required documents
B. The foreign limited liability company shall deliver with the completed application a copy of its articles of organization or other constituent documents and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having custody of limited liability company records in its jurisdiction of formation.
Official source

Verified 2026-10-25

LLC / Penalties for operating without registration
A. A foreign limited liability company transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth. … D. If a foreign limited liability company transacts business in the Commonwealth without a certificate of registration, each member, manager or employee of the limited liability company who does any of such business in the Commonwealth knowing that a certificate of registration is required and has not been obtained shall be liable for a penalty of not less than $500 and not more than $5,000 to be imposed by the Commission, after the limited liability company and the individual have been given notice and an opportunity to be heard.
Official source

Verified 2026-10-25

LLC / Fee
1. For filing any one of the following, the fee shall be $100: a. Articles of organization. b. An application for registration as a foreign limited liability company.
Official source

Verified 2026-10-25

LLC / Timing
A. A foreign limited liability company may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission.
Official source

Verified 2026-10-25

Corporation / Penalties for operating without registration
A. A foreign corporation transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding in any court in the Commonwealth until it obtains a certificate of authority. … D. If a foreign corporation transacts business in the Commonwealth without a certificate of authority, each officer, director, and employee who does any of such business in the Commonwealth knowing that a certificate of authority is required shall be liable for a penalty of not less than $500 and not more than $5,000. Any such penalty may be imposed by the Commission or by any court in the Commonwealth before which an action against the corporation may lie, after the corporation and the individual have been given notice and an opportunity to be heard.
Official source

Verified 2026-10-25

Corporation / Required documents
A. To obtain a certificate of authority to transact business in the Commonwealth, a foreign corporation shall deliver an application to the Commission. The application shall be made on a form prescribed and furnished by the Commission. The application shall be signed in the name of the foreign corporation and set forth: … B. The foreign corporation shall deliver with the completed application a copy of its articles of incorporation and all amendments and corrections thereto duly authenticated by the Secretary of State or other official having custody of corporate records in its jurisdiction of formation.
Official source

Verified 2026-10-25

Corporation / Timing
A. A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission.
Official source

Verified 2026-10-25

Corporation / Fee
2. For filing any one of the following, the fee shall be $25: … g. An application of a foreign corporation for a certificate of authority to transact business in the Commonwealth.
Official source

Verified 2026-10-25

Corporation / Fee notes
A. Every domestic corporation, upon the granting of its charter or upon its incorporation by domestication or conversion, shall pay a charter fee into the state treasury, and every foreign corporation, when it obtains from the State Corporation Commission a certificate of authority to transact business in the Commonwealth, shall pay an entrance fee into the state treasury. The fee in each case is to be ascertained and fixed as follows: For any domestic or foreign corporation whose number of authorized shares is 1,000,000 or fewer shares: $50 for each 25,000 shares or fraction thereof; For any domestic or foreign corporation whose number of authorized shares is more than 1,000,000 shares: $2,500.
Official source

Verified 2026-10-25

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Last verified 2026-10-25.

Official sources (9)

Not legal or tax advice. Confirm with the official agency before filing.