Virginia Certificate of Authority

A Virginia Certificate of Authority is a vital document that authorizes a business entity to operate and engage in activities within the state of Virginia. This certificate serves as proof that a company is legally registered and compliant with the state’s laws and regulations.

Obtaining a Virginia Certificate of Authority is essential for out-of-state businesses looking to expand their operations into Virginia. This certificate allows companies to establish a physical presence, hire employees, enter into contracts, and conduct business transactions within the state legally and securely.

What constitutes a Virginia certificate of authority?

Businesses are mandated to register with the Virginia State Corporation Commission prior to commencing operations within the state. Companies incorporated in another state usually seek a Virginia certificate of authority, which designates them as a foreign entity and negates the necessity of forming a new entity.

Operating without this certificate may lead to penalties or fines. Apart from state requirements, various entities like licensing agencies, banks, and vendors often demand a certificate of authority.

When is a certificate of authority necessary?

Common reasons for obtaining a certificate of authority include:

  • Establishing a physical office in the foreign state
  • Employing a resident of the state
  • Initiating a contract or project in a new state
  • Meeting requirements of vendors or banks
  • Fulfilling licensing authority prerequisites

How can I acquire a Virginia certificate of authority?

To secure your Virginia Certificate of Authority, you must submit an Application for Certificate of Authority, accompanied by necessary certificates or certified copies from your home state. It is essential to designate a registered agent for approval of your filing. Adherence to the state’s guidelines is crucial as even minor errors can lead to document rejection.

For Foreign Corporations:

Certified Copy Requirement: A certified copy of articles of incorporation, along with all amendments and mergers dated within a year.

Certificate of Good Standing Requirement: Not mandatory.

For Foreign Limited Liability Companies:

Certified Copy Requirement: A certified copy of articles of formation, and all amendments and mergers dated within a year.

Certificate of Good Standing Requirement: Not mandatory.

For Foreign Nonprofit Corporations:

Certified Copy Requirement: A certified copy of articles of incorporation, and all amendments and mergers dated within a year.

Certificate of Good Standing Requirement: Not mandatory.

For Foreign Professional Corporations:

Certified Copy Requirement: A certified copy of articles of incorporation, and all amendments and mergers dated within a year.

Certificate of Good Standing Requirement: Not mandatory.

For Foreign Professional LLCs:

Required Attachments: An attachment listing the name and address of each member, manager, employee, and agent of the LLC who will be providing the professional service in Virginia and whether they are licensed or legally qualified to perform the professional service in Virginia.

Certified Copy Requirement: A certified copy of articles of formation, and all amendments and mergers dated within a year.

Certificate of Good Standing Requirement: Not mandatory.

For Foreign Limited Partnerships:

Certified Copy Requirement: A certified copy of articles of formation, and all amendments and mergers dated within a year.

Certificate of Good Standing Requirement: Not mandatory.

For Foreign Limited Liability Partnerships:

Certified Copy Requirement: A certified copy of articles of formation, and all amendments and mergers dated within a year.

Certificate of Good Standing Requirement: Not mandatory.

What documentation is required from my home state?

To obtain a Virginia Certificate of Authority, you must also provide:

  • Limited Liability Company: Certified copy of articles of organization, and all amendments and mergers dated within a year.
  • Corporation: Certified copy of articles of incorporation, and all amendments and mergers dated within a year.
  • Limited Partnership: Certified copy of articles of formation, and all amendments and mergers dated within a year.
  • Limited Liability Partnership: Certified copy of articles of formation, and all amendments and mergers dated within a year.
  • Nonprofit Corporation: Certified copy of articles of incorporation, and all amendments and mergers dated within a year.
  • Professional Corporation: Certified copy of articles of incorporation, and all amendments and mergers dated within a year.

What defines a registered agent?

A registered agent is responsible for receiving legal documents and official notifications on behalf of your business. When submitting your Virginia Certificate of Authority application, you must identify a registered agent with a physical address within the state (P.O. Boxes are not accepted).

Many businesses lack an individual or physical presence in a new state. Utilizing our local registered agent address on your certificate of authority application meets state requirements. Additionally, you benefit from same-day document scanning from our local office across all 50 states and DC. Our registered agent service is available at a flat rate of $99 annually, and you can easily include it in any certificate of authority request.

What are the state’s contact details?

Virginia State Corporation Commission
Physical 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: sccinfo@scc.virginia.gov

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