Virginia Foreign Corporation: Everything You Need to Know
A Virginia foreign corporation is what businesses in Virginia are referred to if they were formed in another state.3 min read
A Virginia foreign corporation is what businesses in Virginia are referred to if they were formed in another state. The use of the word "foreign" does not mean that the company is from another country.
About Forming a Virginia Foreign Corporation
Proof of Domestic Registration
Before registering as a foreign corporation in Virginia, you must provide proof that the company is registered as a domestic corporation in another state. A certified copy of the formation documents from the state where the foreign corporation was initially set up is required. The Virginia State Corporation Commission requires certified copies of any amendments made to the formation documents.
The foreign corporation will need a name. If the name used in your home state is available in Virginia, you may use it. Otherwise, a new name must be selected. The name must be distinguishable from other registered Virginia business entities. It must also be different from names being reserved that are on record with the state.
The business name:
- Must identify the type of services and products.
- May carry the founder's name.
- May be a combination of the products/services and founder's name.
- Cannot imply that the business is for anything other than what it was initially formed.
- Must include either "incorporated" or "corporation."
Contact and Registered Agent Information
All Virginia Foreign Corporations must have a physical address in Virginia. The address will be registered with the state. You must also either hire a person or company to act as the registered agent for your business or act as your own.
The registration of documents is referred to as the Application for a Certificate of Authority to Transact Business in Virginia as a Foreign Corporation. These must be filed with the Virginia State Corporation Commission. The registration form must be complete when submitted with all required information. If it is incomplete and does not conform to the exact requirements for Virginia, the registration will be rejected.
You will also need to supply:
- The number of shares the corporation is authorized to use.
- The start and end date.
- Names and addresses of the foreign corporation's directors.
- Names and address of the corporation's officers.
Currently, the corporation tax in Virginia is 6 percent. You have the option of being taxed as an S Corporation or a C Corporation. An S corporation is considered a pass-through entity with corporate profits passed to the shareholders who pay taxes on their personal income. In Virginia, S corporations do not pay corporate income tax. With a C corporation, corporate income tax is paid to the state.
Forming a Virginia Foreign Corporation is not a substitute for obtaining the proper business license, permits, and tax registration certificate. Depending on the type of business and where it is located within Virginia, more than one business license or permit may be required. For Virginia Foreign Corporations selling products, you will be responsible for local and state Virginia sales tax.
Virginia foreign corporations must file an annual report. The report includes information about the officers and directors. The report is due along with an annual registration fee the last day of the month when you initially filed the initial paperwork. Failure to submit an annual report to the Virginia State Corporation Commission on or before its due date may result in the corporation being administratively dissolved. The corporation's right to transact business in Virginia may also be revoked.
The following records should be kept on file and accessible at the corporation's principal business office:
- Directors' and officers' names and addresses.
- Formation documents.
- Corporate bylaws and amendments.
- A list of current shareholders.
- Minutes of shareholders and directors meetings.
- Copies of any corporate resolutions.
- Copies of all annual reports and tax reports for three years.
Taxes and Fees
Foreign corporations doing business in Virginia or deriving income from sources located in within Virginia are subject to federal tax laws. There's a flat $80 fee to form a foreign corporation in Virginia. There's also the cost of filing the Articles of Incorporation. The maximum fee to file as a Virginia foreign corporation is $2,500.
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