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 LLC 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 LLC that is registered in California wants to do business in Virginia.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Virginia.

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

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

You want to do business in the state of Virginia but are registered as a LLC 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 LLC.  The process of registering as a Foreign LLC in Virginia is called Virginia LLC Foreign Qualification.

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

Once you have made the decision to Qualify as a Foreign LLC 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 LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming a Virginia Foreign LLC.  However, if there is anything about forming a Foreign LLC 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 LLC in Virginia.

Once you have made the decision to form a Foreign LLC 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 LLC.

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

The LLC 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 LLC.  Whether or not you need to reserve a company name for your new Virginia Foreign LLC depends entirely on your business situation.  The Virginia State Corporation Commission uses LLC 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 LLC Name.

If the Name you have chosen for your new Virginia Foreign LLC is already in use by a currently active Virginia 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 LLC is available before we submit your Foreign LLC filing to the Virginia State Corporation Commission. 

1. Prove that you are registered in a state other than Virginia as a Domestic LLC
   
   
   In order to register as a Foreign LLC in the state of Virginia, you must first prove that you are registered in another state as a Domestic LLC.  The state of Virginia requires a certified copy of the formation documents from the home state of the Foreign LLC.  These documents are usually called Articles of Organization.  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 LLC formation documents, as well as any other documents which have been filed, in any state.
2. Choose a name for your Virginia Foreign LLC
   
   
   You can use the same name in Virginia that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Virginia Foreign LLC 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 LLC name that you choose must be distinguishable from the name of any other registered Virginia LLC 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 LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Virginia Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of a Virginia Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Virginia Foreign LLC 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 LLC name is available and conforms to all state of Virginia Limited Liability Company naming regulations.
3. File Registration Documents with the Virginia State Corporation Commission
   
   
   In order to Qualify as a Foreign LLC 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 Registration".
   
   The registration documents must include certain specific information about your Virginia business.  If the LLC Registration Documents do not conform exactly to state of Virginia Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Virginia Foreign LLC has been approved, you may amend the registration documents for your Virginia Foreign LLC but you will have to pay a fee to the state of Virginia in order to make the changes official.
   
   
4. Determine how you want your Virginia Foreign LLC to be taxed
   
   
   The Virginia Corporate Income Tax Rate is 6%.  You may choose that your Virginia Foreign LLC is 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 Corporations. 
   
   You may choose to have your Virginia Foreign LLC 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.
   
   If you form a Single Member Virginia Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Virginia Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Virginia Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Virginia Foreign LLC will be taxed as a Partnership.
   
   

   Virginia Corporate Tax Information

   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Virginia Foreign LLC and include it with your final Foreign LLC documents.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   
   Note that forming a Virginia Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Virginia Foreign LLC 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 LLC 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 LLC 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 LLC 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 LLC 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 LLC
   
   
   The Virginia Annual Report includes basic information about your Virginia Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed Virginia Annual Report to the Virginia State Corporation Commission on or before the due date may subject the Virginia Foreign LLC 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 LLC Annual Report to the Virginia State Corporation Commission by the due date.
   
   
3. Keep proper records of your Virginia Foreign LLC 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 Members and Managers of the Virginia Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Virginia Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Virginia Foreign LLC
   • Copies of all tax returns and Annual Reports for the Virginia Foreign LLC for the last 3 years
4. Pay your taxes to the state of Virginia
   
   
   Foreign LLCs 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 LLC 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 LLC in Virginia.

Processing times for new Virginia Foreign LLC applications vary depending on the work load of the State Corporation Commission's staff.  We've found that normal processing of new Virginia Foreign LLC 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 LLC.
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 LLC application. We get your Virginia Foreign LLC application to the VA State Corporation Commission ASAP. Once it is at the state we have no control over the new Virginia Foreign LLC application process.

Also, please note that the Virginia State Corporation Commission requires a Certified Copy of the Articles of Organization from the home, or domestic, state to be submitted with the application for a Virginia Foreign LLC Qualification. Depending on the home state it could take around 5 business days to obtain the Certified Copy of the Articles of Organization from the Secretary of State in the home state.