A Virginia certificate of authority allows businesses to conduct business in the state. Businesses must obtain a Virginia certificate to operate in the state. Most states require a company seeking to do business there to obtain a certificate of authorization before doing so.
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What is a Virginia certificate of authority?
A Virginia certificate of authority is needed to do business in Virginia. If you plan on operating a business in Virginia, it is important that you obtain one. You can find out what type of agency is necessary to issue certificates of authority by contacting the Secretary of Commerce and Trade.
When do I need a certificate of authority?
A certificate of authority (COA) is needed if you want to open a branch office or physical location in a different state. You’ll also need one if opening a company in a different state requires a COA. And before starting a contract or a project, you’ll need to apply for a COA.
How do I get a Virginia certificate of authority?
You must apply for the registration of a corporation with the Secretary of the Commonwealth. This process includes providing information about yourself, including your name, address, occupation, and nature of business. You are required to pay fees for each filing.
The following items must accompany the application:
1. A completed form titled Application for Registration of Corporation under the Corporations and Associations Article of Chapter 13.2 of Title 12.2 of the Code of Virginia;
2. A copy of Articles of Incorporation or Bylaws;
3. A certified check or money order payable to the Commonwealth of Virginia for $50.00 per filing;
4. A signed statement indicating whether you wish to receive notice of filings by email or regular mail; and
5. An original signature of one officer of the corporation.
For Foreign Corporations:
Agency:Virginia State Corporation CommissionApplication for a Certificate of Authority To Transact Business In Virginia
The Virginia State Corporation Commission (VSCOC) administers the laws governing foreign corporations doing business in Virginia. A foreign corporation must file an application with VSCOC to establish a place of business in Virginia. This includes filing a certified copy of articles of incorporation; all amendments and mergers; and a statement of good standing.
Certificate of Good Standing Required: No
Foreign Limited Liability Companies:
The Virginia State Corporation Commission requires foreign limited liability companies to file documents electronically via www.vascorponline.com. The filing process includes submitting a completed application form, paying $25 fee, and providing a certified copy of articles of incorporation, and all amendments and merger agreements. A certified copy of articles of formation must be filed within one year of forming the LLC. A good standing certificate is not required.
Foreign Nonprofit Corporations:
Agency:Virginia State Corporation Commission Online Application for Certificate of Authority to transact business in Virginia.
Certified Copy of Articles of Incorporation and All Amendments And Mergers Dated Within One Year.
Good Standing Certificate Not Required.
Foreign Nonprofit Corporations:
Agency:Virginia State Corporation Commission
Certified Copy of Articles of Incorporation, and All Amendments And Mergers Dated Within One Year
Good Standing Certificate Not Required
The Virginia State Corporation Commission does not require foreign nonprofit corporations to file a good standing statement for the purpose of obtaining a Certificate of Authority to transact business in Virginia. A foreign corporation must comply with the requirements set forth in Title 13.1 of the Code of Virginia. However, a foreign corporation must submit a certified copy of its articles of incorporation and all amendments and merges filed within one year prior to filing the application.
Foreign Professional Corporations:
AVAILABILITY OF VIRGINIA STATE CORPORATION COMMISSION LICENSES ONLINE
The Virginia State Corporation Commission now offers licenses for foreign professional corporations online. This application process replaces the paper applications filed with the commission. If you are seeking to establish a corporation outside of the United States, you must apply for a Virginia state corporation commission license online.
Agency: Virginia State Corporation Commission
Depends on authorized shares.
Minimum fee of $75 and maxiumum fee of $2, 525.
Certified copy of articles of incorporation and all amendments and merges, dated within one year.
Good standing certificate not required.
Foreign Limited Liability Partnerships:
Agency: Virginia State Corporation Commission Statement of registration as a foreign registered limited liability partnership online.
Certified copy of articles of formation and all amendments and merges, dated within one year.
The certificate of good standing requirement does not apply.
Frequently Asked Questions
What do I need from my home state?
In order to obtain a Virginia certificate of authority, you must submit:
Limited Liability Company: Certified copies of Articles of Organization and all Amendments and Mergers dated within one year.
Corporation: Certified copies of Articles and all Amendments and Mergers dated within one year. Nonprofit corporation: Certified copies of Articles filed and all Amendments and Mergings dated within one year. Suppose your LLC, Corp., or nonprofit is already registered in another state. In that case, you’ll need a statement from the Secretary of the Commonwealth verifying that it meets the requirements of VA Code § 55-508.
What is a registered agent?
A registered agent is someone appointed by law to accept legal documents on behalf of another person or entity. Sometimes, a corporation can appoint a single representative called a “registered agent.” This is usually done by filing articles of incorporation with the secretary of state’s office. If no one is listed as a registered agent, it could mean that there is no authorized officer to receive legal papers on behalf of the corporation.
If you’re starting a business, you’ll likely want to register your business name with the state where you plan to operate. You’ll also need to file a certificate of authorization with the secretary of state. These documents are required to open a bank account, obtain a loan, sell products online, or conduct certain types of business transactions.
When you apply for a certificate of authorization, you’ll often have to provide proof that you’ve filed a federal income tax return in the previous three years. This requirement exists because the state needs to verify that you’re eligible to operate a business in the state.
The most common reason people choose us as their registered agent is because we offer fast turnaround times. We scan documents and e-mail them to you the next morning.
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.