In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in California wants to do business in Virginia.  The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Virginia.

The California Foreign Corporation needs to register with the Virginia State Corporation Commission as a Virginia Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

You want to do business in the state of Virginia but are registered as a "Domestic Corporation" in another state.  In order to legally conduct business in the state of Virginia you must register with the Virginia State Corporation Commission as a Foreign Corporation.  The process of registering as a Foreign Corporation in Virginia is called Virginia Corporation Foreign Qualification.

The process of Virginia Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Virginia.  Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Virginia Foreign Corporation.  The Officers and Directors of your Domestic Corporation have the same roles in the Virginia Foreign Corporation.  Specific requirements to qualify as a Foreign Corporation in Virginia are explained below. 

Once you have made the decision to Qualify as a Foreign Corporation in Virginia, a Virginia lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

The short answer is no.  The state of Virginia does not legally require a lawyer to form a Virginia Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming a Virginia Foreign Corporation.  However, if there is anything about forming a Foreign Corporation in Virginia that you're not sure about you should seek the advice of a competent Virginia lawyer, a Virginia accountant, or both before you form a Foreign Corporation in Virginia.

Once you have made the decision to form a Foreign Corporation in Virginia, a Virginia lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Virginia Foreign Corporation.

You are not legally required to reserve a Company Name for a new Virginia Foreign Corporation before you submit your application to Form a Foreign Corporation in Virginia.

The Foreign Corporation name that you have registered in your home state may or may not be available in Virginia.  In that case you need a different name your Virginia Foreign Corporation.  Whether or not you need to reserve a company name for your new Virginia Foreign Corporation depends entirely on your business situation.  The Virginia State Corporation Commission uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Virginia Foreign Corporation Name.

If the Name you have chosen for your new Virginia Foreign Corporation is already in use by a currently active Virginia Foreign Corporation or LLC then you will have to register a DBA Name with the county recorder in each Virginia county in which you want to do business. "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Virginia Foreign Corporation is available before we submit your Foreign Corporation filing to the Virginia State Corporation Commission. 

1. Prove that you are registered in a state other than Virginia as a Domestic Corporation
   
   In order to register as a Foreign Corporation in the state of Virginia, you must first prove that you are registered in another state as a Domestic Corporation.  The state of Virginia requires a certified copy of the formation documents from the home state of the Domestic Corporation.  These documents are usually called Articles of Incorporation.  If the formation documents have been amended then the Virginia State Corporation Commission also requires certified copy of all amendments.

   We can get Certified Copies of your formation documents, as well as any other documents which have been filed, in any state.
2. Choose a name for your Virginia Foreign Corporation
   
   You can use the same name in Virginia that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your Virginia Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Virginia Foreign Corporation name that you choose must be distinguishable from the name of any other registered Virginia Corporation or other business entity and the name must also be different from any reserved names on record with the state of Virginia.  Your Virginia Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your Virginia Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of a Virginia Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your Virginia Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the Virginia State Corporation Commission (and pay a fee).
   We will check to make sure that your requested Virginia Foreign Corporation name is available and conforms to all state of Virginia Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your Virginia Foreign Corporation
   
   Every Virginia Foreign Corporation must have an address that is physically located in the state of Virginia.  This address is "registered" with the Virginia State Corporation Commission.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.
   
   The individual or company that is registered with the state of Virginia to receive all correspondence on behalf of the Virginia Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Virginia Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of Virginia or to provide a distinct level of privacy.
   We provide Registered Agent services in Virginia as well as in all other states.
4. File Registration Documents with the Virginia State Corporation Commission
   
   In order to Qualify as a Foreign Corporation in Virginia you must file Registration Documents with the Virginia State Corporation Commission.  In Virginia the registration documents are named "Application for a Certificate of Authority to Transact Business in Virginia as a Foreign Corporation".
   
   The registration documents must include certain specific information about your Virginia business.  If the Registration Documents do not conform exactly to state of Virginia requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Virginia Foreign Corporation has been approved, you may amend the registration documents for your Virginia Foreign Corporation but you will have to pay a fee to the state of Virginia in order to make the changes official.
   
   
5. Determine how you want your Virginia Foreign Corporation to be taxed
   
     You may choose that your Virginia Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your Virginia Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Virginia Corporate Income Tax.
   We can prepare the S Corporation election form for your Virginia Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming a Virginia Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Virginia Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Virginia Foreign Corporation within Virginia you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Virginia Foreign Corporation vary depending on your business activities and the specific locations within the state of Virginia in which you want to conduct business.
   
   If your Virginia Foreign Corporation will be selling products in Virginia you may be required to obtain a Reseller's Permit from the appropriate Virginia state agency.  If your Virginia Foreign Corporation will be selling products in Virginia you will also be responsible for all applicable local and state of Virginia sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Virginia Foreign Corporation
   
   The Virginia Corporation Annual Report includes basic information about your Virginia Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed Virginia to the Virginia State Corporation Commission on or before the due date may subject the Virginia Foreign Corporation to being administratively dissolved in the state of Virginia or having its authority to transact business in the state of Virginia revoked by the Virginia State Corporation Commission.
   
   Penalties may accrue if you fail to file any Virginia Foreign Corporation to the Virginia State Corporation Commission by the due date.
3. Keep proper records of your Virginia Foreign Corporation on file
   
   Keep the following records on file and available at the principal business office of your Virginia Foreign Corporation:

   • Names and addresses of all Directors and Officers of the Virginia Foreign Corporation
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign Virginia Foreign Corporation.  If shareholders change, keep a record of old shareholders and how stock was transferred.
   • Minutes of all Meetings of Shareholders and Directors
   • Copies of any Corporate Resolutions which have been adopted by the Virginia Foreign Corporation
   • Copies of all tax returns and Annual Reports for the Virginia Foreign Corporation for the last 3 years
   
   
4. Pay your taxes to the state of Virginia
   
   Foreign Corporations that either do business in the state of Virginia or that derive income from sources within the state of Virginia are subject to Virginia and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Virginia, you must allocate the amount of income derived from the state of Virginia in order to determine your Virginia state taxes.

Remember - ALL the information that you provide when you Form a Foreign Corporation in Virginia becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Virginia.

Processing times for new Virginia Foreign Corporation applications vary depending on the work load of the State Corporation Commission's staff.  We've found that normal processing of new Virginia Foreign Corporation applications takes the state around 3-4 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Virginia Foreign Corporation.
The Virginia State Corporation Commission reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Virginia State Corporation Commission.

In our experience 3-4 business days is the time it usually takes the Virginia State Corporation Commission to process a new Virginia Foreign Corporation application. We get your Virginia Foreign Corporation application to the VA State Corporation Commission ASAP. Once it is at the state we have no control over the new Virginia Foreign Corporation application process. Also, please note that the Virginia State Corporation Commission requires a Certified Copy of the Articles of Incorporation from the home, or domestic, state to be submitted with the application for a Virginia Foreign Corporation Qualification. Depending on the home state it could take 5 business days or more to obtain the Certified Copy of the Articles of Incorporation from the Secretary of State in the home state.