SCC759/921
(06/16) COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
APPLICATION FOR A CERTIFICATE OF AUTHORITY TO
TRANSACT BUSINESS IN VIRGINIA AS A FOREIGN CORPORATION Provide
a
Certified
Copy of the
Formation
Document,
as Amended
REVIEW THE INSTRUCTIONS BEFORE SUBMITTING THIS FORM.
Corporation’s n ame:
Designated name (if required) :
State or other jurisdiction of incorporation:
Date of incorporation: Period of duration:
(Mark if applicable: ) The corporation was previously authorized or registered to transact business in Virginia as a
foreign business entity
. (See I nstructions.) Set forth additional information on an attachment.
The post office address , including the street and number, of the corporat ion's principal office is
. (number/street) (city or town) (state) (zip)
The corporation’s registered agent in VIRGINIA is .
The registered agent is (mark appropriate box):
OR
The corporation’s VIRGINIA registered office address, including the street and number, if any, which is identical to
the business office of the registered agent, is
_____________________________________________________________ ___________, VA _ ______________, (number/street) (city or town) (zip)
which is physically located in the county or city of .
OFFICERS: NAME AND TITLE BUSINESS ADDRESS
_______________ __________________ ___________ _________________ _________________________________
__________________________________________________
____________________________________________ __________________________________________________
__________________________________________________
DIRECTORS: NAME BUSINESS ADDRESS
____________________________________________ __________________________________________________
__________________________________________________
____________________________________________ __________________________________________________
__________________________________________________
STOCK: NUMBER OF SHARES AUTHORIZED TO BE ISSUED CLASS
Signed in the name of the foreign corporation by:
___________________ _____________________ __________________ _______________________ ____ (signature) (date) (telephone number (optional))
__________________________ ______________ ____________________________________________ ____ (printed name) (title) ( see I nstructions for examples of acceptable titles)
(1) an individual who is a resident of Virginia and
an officer of the corporation.
a director of the corporation.
a member of the Virginia State Bar.
(2) a Virginia or foreign stock or nonstock
corporation, limited liability company or
regist ered limited liability partnership
authorized to transact business in Virginia.
Personal Information , such as a social security number, should NOT be included in a business entity document submitted to the Office of the Clerk for filing with the Commission. For more information, see Notice Regarding Personal Identifiable Information at www.scc.virginia.gov/clk .
INSTRUCTIONS TO FORM SCC759/921
Th e application is a Commission -prescribed form that must filed with the Commission by a foreign corporation in order to obtain a
certificate of authority to transact business in Virginia. It must be completed in the English language, typewritten or printed in black,
legible and reproducible, and presented on uniformly white, opaque paper, free of visible watermarks and background logos. See §§
13.1-604 and 13.1-804 of the Code of Virginia. Visit www.scc.virginia.gov/clk/for_corp.aspx
to complete a pdf -fillable version. STEP 1: Obtain a certified or otherwise authenticated copy of the corporation's articles of incorporation or other constituent
documents, and all amendments and corrections thereto, filed in the foreign corporation’s state or other jurisdiction of incorporation,
and authenticated within the past 12 months by the Secretary of State or other public official having custody of corporate records.
The certificate of the public custodian of corporate records must indicate that each document is a “true and correct copy” of the
official records, or words to that effect . These certified documents must be submitted with the application . See §§ 13.1-759 and
13.1-921 of the Code of V irginia. (Note: A certificate of existence, fact, or good standing is not sufficient, acceptable, or needed.)
Name: Set forth the name of the corporation exactly as it appears in its articles of incorporation or other constituent documents, as
amended, without alteration or abbreviation.
If the corporation is a stock corporation and its name does not contain the word c orporation, incorporated, company or limited , or
the abbreviation corp. , inc. , co. or ltd., it must adopt a designated name for use in Virginia that adds one of the foregoing words or
abbreviations to its name.
The corporation’s name must be distinguishable upon the records of the Commission, or it must adopt a designated name for use
in Virginia that is distinguishable upon the r ecords of the Commission. See §§ 13.1-762 and 13.1-924 of the Code of Virginia. To
check the availability of a corporate name or a designated name, visit https://sccefile.scc.virginia.gov/NameAvailability
or contact the
Clerk’s Office at (804) 371-9733 or toll -free in Virginia, 1-866-722-2551. Do not set forth a designated name unless one is required.
For additional information regarding name availability, visit www.scc.virginia.gov/clk/befaq/name.aspx . Period of duration : Set forth the date on which the corporation's existence is set to expire or indicate that its existence is "perpetual." Prior registration : If the co rporation was previously authorized or registered to transact business in Virginia as a foreign corporation,
limited liability company, business trust, limited partnership or registered limited liability partnership, with respect to every such prior
author ization or registration, set forth on an attachment the name of the entity, the entity’s type, the state or other jurisdiction of
incorporation, organization or formation, and the identification number that was issued to the entity by the Commission.
The principal office is the office where the principal executive offices of the corporation are located or, if there is no such office, the
office in or out of this Commonwealth so designated by the board of directors . The address of the principal office must include a
street address. See §§ 13.1-6 03 and 13.1-803 of the Code of Virginia.
The corporation may not serve as its own registered agent . The corporation may have only one registered agent in Virginia. The registered office must be identical to the business office of the registered agent , and the address of the registered office must
include a street and number if one is associated with t he registered office’s location. See §§ 13.1-763 and 13.1-925 of the Code of
Virginia. A rural route and box number may only be used if no street address is associated with the registered office’s location. Set
forth the name of the county or independent city in which the registered office is physically located. W hen the registered office
address lists a town, the application needs to list the county in which the town is located.
Officers: Include the names, titles and complete business addresses of all officers of the corporation. Use an attachment if needed. Directors: Include the names and business addresses of all directors. Use an attachment if needed. If the corporation does not
have any directors and none are required under the law s of the state or other jurisdiction of its incorporation, write NONE. The
trustees of a nonstock corporation, by whatever name they are called, are to be listed as directors. If an individual is both an officer
and a director of the corporation, he should be listed in both the Officers and the Directors sections of the application. Stock: Set forth the number of shares the corporation is authorized to issue, itemized by class. (This information needs to match
what is set forth in the corporation's articles . It is not the number of shares that have actually been issued.). Use an attachment if
needed. See § 13.1-759 of the Code of Virginia. A nonstock corporation should write “N one” in this section of the application. Signature: The application must be signed by the chairman or any vice-chairman of the corporation’s board of directors, the
president, or any officer who i s authorized to act on behalf of the corporation. See §§ 13.1-604 and 13.1-804 of the Code of Virginia.
It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent
that the document be deliv ered to the Commission for filing . See §§ 13.1-612 and 13.1-811 of the Code of Virginia.
Submit the signed application and the original certified copy of the corporation’s articles of incorporation, as amended, to Office of the
Clerk , State Corporation C ommission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler
Building, 1 st Floor, Richmond, Virginia 23219), with a check for the entrance and filing fees, payable to State Corporation
Commission. DO NOT SEND CASH. If you have any questions, contact the Clerk’s Office at (804) 371-9733 or toll -free in Virginia,
1 -866-722-2551.
Stock corporation s: Entrance 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.
Nonstock corporations: $75 total ($50 entrance fee plus $25 filing fee). See §§ 13.1-815.1 and 13.1-816 of the Code of Virginia. Note: If the articles of th e corporation provide that its sole and specific purpose is to render a “professional service,” as that term is
defined in § 13.1-543 of the Code of Virginia (i.e., a professional corporation), set forth on an attachment the name and address of
each shareh older of the corporation who will be providing the professional service in Virginia and whether those shareholders are
duly licensed or otherwise legally qualified to perform the professional service in Virginia. See § 13.1-544.2 of the Code of Virginia.
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