Summary
The fact that you may need to register with state agencies like Virginia Corporation Commission is a sneaky misconception that many folks miss.
However, with the rise of remote work, states have begun cracking down and levying penalties for those who (unknowingly) fail to register.
If you're considering operating in Virginia, use this guide to:
- Explore the that triggers the need to register with the Virginia Corporation Commission, including criteria such as physical presence, economic activity, and advertising efforts.
- Determine where and how to register with the Virginia Corporation Commission.
- Understand additional requirements such as Registered Agents, registration with other state departments, and ongoing annual reports.
What criteria would trigger the requirement to register with the Virginia Corporation Commission?
Key Factors
Physical Presence: The following indicate strong physical presence in Virginia:
- Having an office, store, warehouse, or other physical location.
- Having employees, contractors, or sales representatives operating in the state.
- Owning or leasing property in Virginia (real estate or tangible property).
Economic Activity: These economic activities also suggest you're doing business in Virginia:
- Selling goods or services to Virginia customers (even remotely or online).
- Providing services within Virginia.
- Regularly soliciting business in Virginia or engaging in a significant number of transactions within the state.
Specific Examples
The following activities would likely be considered doing business in Virginia:
- Operating a physical retail store or restaurant in Virginia.
- Having a Virginia office or workspace.
- Maintaining a warehouse or distribution center in Virginia.
- Providing consulting or repair services to Virginia clients.
- Selling products to Virginia residents through an online store or marketplace (especially if you hit certain sales thresholds).
Nexus and Remote Sellers
Virginia follows the concept of nexus, meaning a sufficient level of physical or economic connection to the state creates tax and registration obligations. Remote sellers (those without physical presence) need to pay attention to sales thresholds that can trigger obligations to collect sales tax.
Where do I register, and what else is required?
Virginia Corporation Commission
- A Certificate of Good Standing is required
In addition:
A Registered Agent is required to serve as the company's physical in-state presence to receive important legal documents. Do not fall victim to the common misconception that you can leverage an in-state employee as your Registered Agent. It's far too risky.
You'll want to review the other registrations required in Virginia. Here's a Virginia specific guide we put together.
What is the registration fee?
The fee charged by Virginia is $100 (if registration is needed).
How long does Virginia usually take to process?
Virginia usually takes approximately 1 - 2 weeks to process registrations.
What is required ongoing?
Each state has a complex schedule of required annual reports, which can vary by entity type. Let's take a look at Virginia's:
C-Corporation
- Filing Date: Depends on registration date
- Filing Frequency: Annual
LLC
- Filing Date: Depends on registration date
- Filing Frequency: Annual
Non-Profit
- Filing Date: Depends on registration date
- Filing Frequency: Annual
There is an Easier Way
Automate registration and annual report tracking in AbstractOps.This guide should definitely help reduce some of the confusion for Virginia. However, if you have multiple states to worry about, you may look to:
Automate state registrations and annual reports
Centralize email, snail mail, state ID’s, and registered agents, and
Take control of action items, eliminating risks before they become penalties.
Start the AbstractOps product demo to see how easy this can be.
Note: For the avoidance of doubt, nothing provided here shall contemplate, constitute or include tax or legal advice. Always double check with state agency websites for the most up-to-date requirements.
