What is a Foreign LLC in Virginia – Definition and Filing

If you have an LLC in Virginia and want to expand your business beyond Virginia, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Virginia, must file a foreign LLC in Virginia. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Virginia government.

In this article, you’ll be reading about how to start a foreign LLC in Virginia. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Virginia after you form it.

Forming a Foreign LLC in Virginia

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Virginia, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Virginia) and wants to expand their operations in Virginia can file their LLC as a foreign entity. To start a foreign LLC in Virginia, you need to register it with the Virginia Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Virginia for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Virginia. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Good Standing From Home State

Before you proceed to register your LLC in Virginia as a foreign entity, you must get the Certificate of Good Standing issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Virginia, then you must obtain the Certificate of Good Standing from Virginia Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Virginia must get this document to register a foreign LLC in Virginia.

Filing Certificate of Good Standing: In Virginia, the Certificate of Good Standing can be obtained online. You can visit the Virginia Secretary of State portal to submit a request for the document.

Step 2: Choose Virginia Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Virginia Secretary of State. Your LLC’s legal name outside of Virginia will be listed on the application, along with the name it will use in Virginia. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Virginia to use. Check name availability at Virginia’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Virginia when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Virginia Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Virginia, you must have a registered agent from Virginia only. No matter where your domestic LLC is located, you must hire a registered agent from Virginia for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Virginia and take note that the Virginia Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Virginia Foreign LLC

The most important step is to send the application for registration with Virginia SOS. Download the PDF form from the Virginia Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Virginia: three methods, online, by mail, and in person filing.
- Online: For online filing, check the State Corporation Commission (SCC) of the Commonwealth of Virginia website
- Offline: For filing offline in Virginia, you must send the accomplished DBA filing form to the Virginia State Corporation Commission, P.O. Box 1197, Richmond, VA 23218 or drop it off in person at 1300 East Main Street, Richmond, VA 23219.
- DBA filing fee in Virginia: $10
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Virginia.
Date when your LLC will start operations in Virginia.
Credit card information is on the last page of the form for the application fee.

Online Filing

LLC owners must Log in to SOS in Virginia to register a foreign LLC. There is an online form available on the Secretary of State’s portal to file a foreign LLC. Create an account with the portal to start filing your limited liability company in Virginia as a foreign business entity.

Offline Filling

To register an LLC in Virginia as a foreign entity offline, you must download the Foreign LLC Registration Form. The form is required to be filled up properly with correct and updated information. As per the instructions, the paper form (printed copy of the form) must be sent by mail to the Secretary of State’s office address at State Corporation Commission, Clerk’s Office, P.O. Box 1197, Richmond, VA 23218-1197.

Foreign LLC Registration Fee in Virginia: The designated fee for forming a foreign LLC in Virginia is $100. There are no additional charges for filing online. However, there might be an additional charge for offline filing. The online payment should be made using credit cards and for the offline payment use Checks payable to the Virginia Secretary of State.

The LLC cost in Virginia, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Virginia’s domestic and foreign LLCs.

Step 5: Determine How Your Virginia Foreign LLC is taxed

Foreign LLCs are also subjected to the Virginia Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Virginia for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Virginia. However, it is recommended to check with the Virginia Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Virginia Foreign LLC Online – Quick Recap

Get the Certificate of Good Standing from your home state where your LLC is originally registered
Check if the name of your LLC is available in Virginia to use for your foreign LLC. If not, file DBA name with Virginia SOS.
Get a registered agent in Virginia to represent your foreign LLC in Virginia. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Virginia Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Virginia with the FinCEN.

After Forming Virginia Foreign LLC

Here are added things you need to accomplish after forming your Virginia Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Virginia State Corporation Commission.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Virginia. Here’s everything about Virginia LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

Can a foreign LLC operate in Virginia?

Yes, a foreign LLC can operate in Virginia by registering with the State Corporation Commission.

What is the process for forming a foreign LLC in Virginia?

The process involves filing an application for registration and paying the requisite fees.

Do foreign LLCs in Virginia need a registered agent?

Yes, foreign LLCs in Virginia are required to have a registered agent.

Can a foreign LLC in Virginia change its registered agent?

Yes, a foreign LLC in Virginia can change its registered agent by filing a statement of change.

Are foreign LLCs in Virginia required to pay annual fees?

Yes, foreign LLCs in Virginia are required to pay annual registration fees.

How long does it take to form a foreign LLC in Virginia?

The processing time for forming a foreign LLC in Virginia varies, but it usually takes a few weeks.

Can a foreign LLC transfer its domicile to Virginia?

Yes, a foreign LLC can transfer its domicile to Virginia by following the necessary legal procedures.

Are foreign LLCs in Virginia subject to state taxes?

Yes, foreign LLCs operating in Virginia are subject to state taxes.

Can a foreign LLC in Virginia convert to a domestic LLC?

Yes, a foreign LLC in Virginia can convert to a domestic LLC by filing the appropriate forms.

What are the benefits of forming a foreign LLC in Virginia?

Some benefits include limited liability protection, tax advantages, and access to Virginia’s business-friendly policies.

Is it necessary for a foreign LLC in Virginia to obtain an EIN?

Yes, it is necessary for a foreign LLC in Virginia to obtain an Employer Identification Number (EIN) from the IRS.

Are there any restrictions on foreign ownership of LLCs in Virginia?

There are no specific restrictions on foreign ownership of LLCs in Virginia.

Can a foreign LLC in Virginia be opened by non-residents?

Yes, non-residents can open a foreign LLC in Virginia as long as they comply with the state’s regulations.

What documents are required to form a foreign LLC in Virginia?

The required documents include a certificate of good standing from the LLC’s home state, the LLC’s articles of organization, and an application for registration.

Can a foreign LLC in Virginia expand its business activities beyond its home state?

Yes, a foreign LLC in Virginia can expand its business activities to other states as long as it complies with the laws of those states.

Is a foreign LLC operating in Virginia required to maintain a physical presence in the state?

No, there is no requirement for a foreign LLC operating in Virginia to maintain a physical presence in the state.

Can a foreign LLC in Virginia have multiple locations within the state?

Yes, a foreign LLC in Virginia can have multiple physical locations within the state.

Is it necessary for a foreign LLC operating in Virginia to have a business license?

Yes, a foreign LLC operating in Virginia is required to obtain a business license from the local government.

Can a foreign LLC operating in Virginia hire employees?

Yes, a foreign LLC operating in Virginia can hire employees within the state.

Are foreign LLCs in Virginia required to file annual reports?

Yes, foreign LLCs in Virginia are required to file annual reports with the State Corporation Commission.

Can a foreign LLC in Virginia be sued in another state?

Yes, a foreign LLC in Virginia can be sued in another state if it conducts business there.

What is the liability of members of a foreign LLC in Virginia?

Members of a foreign LLC in Virginia generally have limited liability for the company’s debts and obligations.

Can a foreign LLC in Virginia change its business name?

Yes, a foreign LLC in Virginia can change its business name by filing the necessary forms with the State Corporation Commission.

Does forming a foreign LLC in Virginia require a physical presence in the state?

No, forming a foreign LLC in Virginia does not require a physical presence in the state.

Can a foreign LLC in Virginia open a bank account?

Yes, a foreign LLC in Virginia can open a bank account for business operations.

Is it required for a foreign LLC in Virginia to publish a notice of its formation?

No, foreign LLCs in Virginia are not required to publish a notice of their formation.

What is the cost of registering a foreign LLC in Virginia?

The cost of registering a foreign LLC in Virginia varies, but it typically includes a registration fee and any applicable taxes.

Can a foreign LLC in Virginia sell its assets?

Yes, a foreign LLC in Virginia can sell its assets as long as it complies with the state’s laws and regulations.

Can a foreign LLC in Virginia use a trade name?

Yes, a foreign LLC in Virginia can use a trade name, also known as a “doing business as” (DBA) name, after registering it with the State Corporation Commission.

Can a foreign LLC form a business in Virginia?

Yes, a foreign LLC can form a business in Virginia by registering with the State Corporation Commission.

In Conclusion

Having a foreign LLC in Virginia is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Virginia does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Good Standing to hiring a registered agent in Virginia, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Virginia can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Virginia is a success.