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LeapLaw's 50 State Blawg  > Virginia
Sponsored by:
CorpAssist
CorpAssist
11 E. Chase Street
Baltimore, MD 21202
www.corpassist.com
Phone: (410) 539-5370
Toll Free: (800) 536-9778
Fax: (410) 539-5848




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Basics Box: Virginia
State Corporation Commission
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: Yes
  • E File:
  • UCC: No
    Corporate: No
  • Expedited Services:
  • UCC: No (standard turnaround 7-10 business days)
    Corporate: Yes ($200 same day before noon; $100 next day)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • Yes ($50)
    (VA) Tax Clearance
    Apostilles and Authentications (Virginia)
    Contact Information for VA Corporations Commission
    Domestic Corporate Dissolution Summary (Virginia)
    Domestic Corporation Summary (Virginia)
    Foreign Qualification Summary (Virginia)
    LLC - Formation Summary (Virginia)
    Recommended Service Company (Virginia)
    UCC Filings (Virginia)

    (VA) Tax Clearance
    The tax certificate has to be ordered on taxpayer letterhead. Information must include the need for the certificate, the virginia tax account number and federal identification number.

    Letter should be sent to:

    Virginia Department of Taxation
    Taxpayer Assistance
    PO Box 1115
    Richmond, VA 23208-1115

    And may be faxed at: 804254-6111

    Contact Number: 804-367-8056.
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    Apostilles and Authentications (Virginia)
    The Virginia Secretary of Commonwealth (VA SOC) provides apostilles and authentications for $10.00 per document.

    Office of Secretary of Commonwealth
    Authentications Division
    830 East Main Street, 14th Floor
    Richmond, VA 23219
    Phone: 804-786-2441

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the VA SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Contact Information for VA Corporations Commission
    Physical Address:

    Virginia State Corporations Commission
    Tyler Building, 1300 E. Main St.
    Richmond, Virginia 23219

    Mailing Address:

    Virginia State Corporations Commission
    P.O. Box 1197
    Richmond, Virginia 23218

    Phone Numbers:

    Business entity information or to obtain copies of documents:
    Phone: (804) 371-9733 or toll-free (in Virginia only) 1-866-722-2551.

    UCCs: 804 371-9133

    General Phone Numbers:

    Phone: (Richmond area) 804-371-9967
    Toll free (Virginia only) 1-800-552-7945

    Email: ken.schrad@scc.virginia.gov


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    Domestic Corporate Dissolution Summary (Virginia)
    Pursuant to Virginia Business Corporation Act (Va. Code Ann. § 13.1-742 et seq.) to successfully dissolve a Virginia corporation that has issued stock, files Articles of Dissolution together with Articles of Termination of Corporate Existence.

    Tax Clearance: No longer required.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporator or initial directors.

    After Stock Issuance: Resolution of the board of directors and 2/3 of all voting shareholders at a meeting; or if charter provides,voting shareholders may act by written consent of less than a majority.

    Execution and Filing: Signed by officer or incorporator(s). Faxed/scanned copies are acceptable.

    Filing Fee: $10.00 for each the Articles of Dissolution and Termination.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Virginia)
    Pursuant to Virginia Business Corporation Act (Va. Code Ann. § 13.1-601 et seq.), a corporation incorporating in Virgina files Articles of Incorporation with the Virginia State Corporations Commission.

    Corporate Name: The corporate name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: Authorizing more than 5,000 shares will create greater-than-minimum registration fee.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: There is no requirement.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Granted unless specifically denied.

    NOTE: Pursuant to an amendment to § 13.1-651, after 12/31/2005, preemptive rights are denied unless granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Virginia.

    Filing: Submit an original document to the VA State Corporations Commission.

    Filing Fee: Charter fee: 1,000,000 or fewer authorized shares - $50 for each 25,000 shares or fraction thereof; more than 1 million shares - $2,500. Filing fee: $25.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Virginia)
    Pursuant to the Virginia Stock Corporation Act (13.1-759), a foreign corporation may not transact business in Virginia until it files an Application for Certificate of Authority with the Clerk of the Virginia State Corporations Commission (VA SCC).

    Name of Corporation: Name must contain "corporation" "company" "incorporated" or abbreviations thereof.

    Certified Articles and Amendments: The application must be submitted to the VA SCC with a certified or otherwise authenticated copy of the corporation's articles of incorporation, including all amendments and mergers, filed in the domestic state no later than 12 months old under the original signature and seal of the Secretary of State.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the VA SCC.

    Filing Fee: 1,000,000 or fewer authorized shares - $50 for each 25,000 shares or fraction thereof; more than 1 million shares - $2,500. Filing fee: $25. See §§ 13.1-615.1 and 13.1-616 of the Code of Virginia.

    House Bill 918, effective July 1, 2008, among other provisions, requires any domestic corporation that becomes a foreign corporation and files to qualify to do business in Virginia to pay the difference between the amount that would have been required for qualification and the amount already paid as the charter fee.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC - Formation Summary (Virginia)
    Pursuant to the Virginia Limited Liability Company Act (Va. Code Ann. § 13.1-1000 et seq.), a limited liability company forming in Virginia files Articles of Organization with the Virginia State Corporations Commission.

    LLC Name: The LLC name must contain "limited company" or "limited liability company" or "L.C." "LC" "L.L.C." or "LLC" .

    No. of Members: The LLC may have 1 member.

    Registered Agent: The limited liability company may not serve as its own registered agent.

    Execution and Filing: Signed by "organizer(s)". Original is submitted to the Corporations Commission.

    Filing Fee: $100.00

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • Recommended Service Company (Virginia)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    CorpAssist
    11 E. Chase Street
    Baltimore, MD 21202
    Phone: 410.539.5370 / 800.536.9778
    Fax: 410.539.5848
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    UCC Filings (Virginia)
    UCC Financing Statements are filed in Virginia with the Virginia State Corporations Commission (VA SCC). Fixture filings will be filed at the county level where the mortgage is registered.

    Filing: UCC financing statements may be filed online.

    UCC Forms and Fees


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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