To register your out-of-state (foreign) For-Profit C Corporation in Virginia, you must file for a Certificate of Authority with the State Corporation Commission (SCC).
Unlike many states with flat fees, Virginia’s costs for corporations are primarily based on your authorized shares.
1. Initial Registration Fees (The “Entrance Fee”)
The total cost to file the Application for Certificate of Authority (Form SCC759) consists of a $25 filing fee plus an “Entrance Fee” based on your total authorized shares:
| Total Authorized Shares | Entrance Fee | Total Initial Cost |
|---|---|---|
| 1 – 25,000 | $50 | $75 |
| 25,001 – 50,000 | $100 | $125 |
| 50,001 – 1,000,000 | $50 per 25k shares | Variable |
| Over 1,000,000 | — | $2,525 (Max) |
- Required Document: You must provide a Certified Copy of your Articles of Incorporation (including amendments) from your home state, issued within the last 12 months.
2. Annual Compliance & Taxes
Once registered, you have recurring obligations to keep the corporation active in Virginia.
- Annual Report: All foreign corporations must file an annual report to update officer and director information. There is no fee to file the report itself.
- Annual Registration Fee: This is due every year by the end of your anniversary month. The fee is again based on shares:
- 5,000 shares or fewer: $100
- More than 5,000 shares: $100 + $30 for each additional 5,000 shares (up to a $1,700 maximum).
- Corporate Income Tax: Virginia has a flat corporate income tax rate of 6.0% on Virginia-source income.
3. Registered Agent Requirement
Virginia has strict rules about who can be your Registered Agent. The agent must be either:
- An individual resident of Virginia who is an officer or director of the corporation.
- An individual resident of Virginia who is a member of the Virginia State Bar.
- A commercial registered agent service authorized to do business in Virginia.
4. Summary of Steps
- Check Name Availability: Search the Virginia SCC Clerk’s Information System.
- Appoint Agent: Select a qualified VA resident or service.
- Get Certified Copy: Order this from your home state’s Secretary of State.
- File Form SCC759: Can be done online for faster processing.
Would you like me to find the link to the Virginia SCC portal where you can start the online filing, or would you like a breakdown of the late penalties if a deadline is missed?
To register your out-of-state For-Profit C-Corp in Virginia, you will use the Clerk’s Information System (CIS). This portal handles all business registrations, annual reports, and payments for the state.
1. Official Registration Portal
You can start your filing here:
- Link: Virginia SCC Clerk’s Information System (CIS)
- Instructions: Once you log in (you’ll need to create a free account), go to “Online Services” on the left menu and select “New Foreign Business” under the Business Entities section.
2. Late Penalties & Deadlines
Virginia is very strict about its deadlines. If you miss your filing date, the consequences are immediate:
- Annual Registration Fee Late Penalty: If you don’t pay your share-based registration fee by the last day of your anniversary month, you are charged a penalty of 10% of the fee or $10, whichever is greater.
- Annual Report Late Penalty: While the report itself has no filing fee, missing the deadline to submit the information carries a separate $25 penalty.
- Loss of “Good Standing”: Your corporation loses its “Good Standing” status immediately the day after the deadline passes.
- Automatic Revocation: If the fee and report are not submitted by the last day of the fourth month after the due date, Virginia will automatically revoke your Certificate of Authority. To restart, you would have to pay all back fees plus a reinstatement penalty.
3. Preparation Checklist
Before you log into the portal, make sure you have these three things ready:
- Certified Copies: A certified copy of your original Articles of Incorporation from your home state (must be dated within the last 12 months). You will need to upload this as a PDF.
- Registered Agent Details: The name and address of your Virginia-based agent.
- Authorized Share Count: Have your total number of authorized shares (from your Articles) handy, as this determines your $75–$2,525 entrance fee.
Quick Summary Table
| Task | Due Date | Late Penalty |
|---|---|---|
| Initial Filing | Before doing business in VA | N/A (Cannot legally operate without it) |
| Annual Report | End of anniversary month | $25 |
| Annual Reg. Fee | End of anniversary month | 10% of fee (min. $10) |
In Virginia, an Exempt Reporting Adviser (ERA) follows a path similar to the federal definition but with a few notable state-level “speed bumps,” specifically regarding investor qualifications and audit requirements.
1. The Definition in Virginia
Virginia generally follows the NASAA Model Rule for ERAs. To qualify as an ERA in Virginia, an adviser must:
- Only advise “Private Funds” (specifically 3(c)(1) or 3(c)(7) funds) or Venture Capital Funds.
- Asset Limit: If you are a private fund adviser (non-VC), you must manage less than $150 million in Regulatory Assets Under Management (RAUM).
- No “Retail” Clients: You cannot provide advice to individuals, managed accounts, or any client that isn’t a qualifying private fund.
2. What it Takes to Qualify (The “Virginia Nuances”)
While the SEC allows you to be an ERA with relatively few hurdles, Virginia adds two significant requirements for advisers located in the state:
- The “Qualified Client” Rule: For hedge funds (3(c)(1) funds) that are not venture capital funds, Virginia requires that all investors be “Qualified Clients” as defined by SEC Rule 205-3.
- Why this matters: A “Qualified Client” must generally have a net worth of at least $2.2 million (excluding their primary residence) or $1.1 million in assets under management with you. This is a higher bar than the standard “Accredited Investor” status.
- Annual Audit Requirement: Virginia-based ERAs must have each private fund they manage audited annually by an independent CPA. These audited financial statements must be delivered to all investors within 120 days of the fund’s fiscal year-end.
3. Filing Requirements & Fees
To officially operate as an ERA in Virginia, you must complete a “Notice Filing.”
| Fee Category | Amount | Details |
|---|---|---|
| Notice Filing Fee | $250 | Paid to the Virginia State Corporation Commission (SCC) via the IARD system. |
| Annual Renewal Fee | $250 | Due by December 31st each year. |
| IARD Setup Fee | $150 | A one-time FINRA fee to set up your electronic filing account. |
The Process:
- Form ADV: File Part 1A of the Form ADV electronically through the IARD (Investment Adviser Registration Depository).
- Item 2.B.: On the form, you must specifically check the box indicating you are applying for Exempt Reporting Adviser status.
- State Selection: Select Virginia as a state where you are notice filing.
Summary Checklist for Virginia
- [ ] Manage less than $150M in private fund assets.
- [ ] Ensure all 3(c)(1) fund investors are “Qualified Clients.”
- [ ] Hire a CPA for annual fund audits.
- [ ] Pay the $250 state fee + $150 IARD fee.
- [ ] Update your Form ADV annually (within 90 days of your fiscal year-end).
Would you like me to look up the specific Virginia Administrative Code section (21VAC5-80-215) so you can review the exact legal language for your compliance manual?