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Foreign registration · Form LLC1052

Massachusetts LLC Foreign Registration in Virginia

An LLC formed in Massachusetts that wants to do business in Virginia files Form LLC1052, with $100 in state fees. Virginia also asks for Massachusetts's Certificate of Good Standing ($25), no older than one year. We file it with the State Corporation Commission, Office of the Clerk from your Massachusetts records, then serve as your registered agent there for year one.

What Massachusetts and Virginia each ask for

Massachusetts
formed here
Virginia
registering here
DocumentMassachusetts Certificate of Good StandingForm LLC1052, Application for Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company
State fee$25$100 at order
How it is handledMassachusetts: online, by mail or in person, delivered by mail or email depending on the certificateFiled online with Virginia
OfficeMassachusetts Secretary of the Commonwealth, Corporations DivisionVirginia State Corporation Commission, Office of the Clerk
Official pagesec.state.ma.usscc.virginia.gov
Age ruleDated when issuedAccepted if dated within one year
Yearly filingLimited Liability Company Annual Report, $520, every yearAnnual Registration Fee, $50, every year
DueOn or before the anniversary date of filing of the certificate of organization
AgentYour Massachusetts resident agentOur Virginia registered agent

How Massachusetts companies register with Virginia

  1. Order the Massachusetts certificate

    The Certificate of Good Standing ($25) is ordered from Massachusetts separately; it is not part of our Virginia order. It comes as a short form ($12) or a long form ($25). Virginia counts one year from the day Massachusetts issues it, so the order goes in shortly before filing.

  2. We prepare and file Form LLC1052

    It lists us as your Virginia registered agent, next to your Massachusetts name and formation date, with the certificate attached. The Massachusetts certificate comes first; then the Virginia filing goes in. After approval, your Massachusetts LLC is registered with Virginia.

Virginia costs for Massachusetts companies

ItemAmount
State fees, paid at order$100
Certificate of Good Standing, paid to Massachusetts$25
Our service, with a year of Virginia registered agent service$199
First-year total, Massachusetts certificate included$324

Your Massachusetts name and Virginia's rules

Virginia can hold a name for 120 days for $10 before you file.

Agents: Virginia and Massachusetts

Virginia calls it a registered agent; Massachusetts says resident agent. Virginia papers come to us; Massachusetts's agent is unchanged.

Staying in good standing in Massachusetts and Virginia

Each year your LLC files Massachusetts's Limited Liability Company Annual Report ($520) and Virginia's Annual Registration Fee ($50). With our $149 registered agent renewal, Massachusetts plus Virginia comes to $719 a year. Both states' filings stay current side by side.

The other way: Virginia into Massachusetts

An LLC formed in Virginia that registers with Massachusetts files Massachusetts's registration (no form number) with $520 in state fees, plus the Certificate of Fact of Existence/Registration ($6) dated within 90 days. See that filing.

Questions Massachusetts owners ask about Virginia

Does my Massachusetts company need to register in Virginia?

Yes, once a Massachusetts business operates there; Virginia law lists 12 activities that do not count on their own.

How much does it cost to register a Massachusetts LLC in Virginia?

$299 at checkout plus $25 to Massachusetts for the Certificate of Good Standing, $324 in all (checkout is $100 in state fees plus our $199).

Do I need Massachusetts's certificate of good standing?

Yes: Virginia wants it ($25), no more than one year old at filing.

What are the yearly costs for Massachusetts and Virginia?

$719 a year: our $149 registered agent renewal, $520 to Massachusetts and $50 to Virginia for the yearly reports.

What if I don't register with Virginia?

A Massachusetts company cannot sue in court there until it registers, and Virginia can add a civil penalty of up to $5,000.

Does Virginia require a registered agent?

Yes: the Massachusetts resident agent stays, and ours covers Virginia for year one.

Can I form a new Virginia LLC instead?

Yes, but Massachusetts keeps the original, so you run two companies: the new one files Virginia's Annual Registration Fee ($50), and the original keeps Massachusetts's Limited Liability Company Annual Report.

How do I withdraw from Virginia later?

Massachusetts companies leave by filing an Application for Certificate of Cancellation; until then, Virginia's report stays due alongside Massachusetts's filings.

Official sources

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