Virginia

Virginia is unusually restrictive. A corporation's registered agent must be either (a) an individual Virginia resident who is an officer or director of the corporation OR a member of the Virginia State Bar, with a business office identical to the registered office, or (b) a domestic or foreign stock or nonstock corporation, LLC, or registered LLP authorized to transact business in Virginia (which may not serve as its own registered agent). For LLCs the resident-individual category is broader: a member or manager (or member/manager/officer/GP/trustee of an entity that is a member or manager), a Virginia State Bar member, or a Virginia-resident 'officer of the limited liability company' available at the registered office during business hours (Va. Code § 13.1-1015(A)(2)).

Consent required: no.

When a corporation (or LLC, § 13.1-1018(B), or foreign corporationDomestic / foreignRelative to one state's records: an entity is domestic in the state that formed it and foreign everywhere else it registers to do business.Read the full entry →, § 13.1-766(B)) fails to appoint or maintain a registered agent, or the agent cannot with reasonable diligence be found at the registered office, the clerk of the State Corporation Commission becomes the entity's agent for service, made per § 12.1-19.1 (outside this corpus).

• Administrative DissolutionRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry →. If a corporation's registered agent resigns and no statement of change is filed within 31 days, the Commission mails a notice; failure to appoint a new agent by the end of the second month after the notice automatically terminates the corporation's existence. The same mechanism automatically cancels an LLC's existence (Va. Code § 13.1-1050.2(B)).
• Administrative Dissolution. The Commission may involuntarily terminate a corporation's existence (or an LLC's, § 13.1-1050.3(A)(2)) for failing to maintain a registered office or registered agent; properties pass to directors (or managers/members) as trustees in liquidation.
• Revocation Foreign. A foreign corporation whose registered agent resigns and that fails to file a statement of change within 31 days (plus the two-month notice period) has its certificate of authorityCertificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Read the full entry → automatically revoked; the Commission may also involuntarily revoke for failure to maintain a registered office or agent (§ 13.1-769(A)(2)).
• ReinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry → Fee. Reinstatement within five years requires a $100 reinstatement fee plus all annual registration fees and penalties that accrued to the date of reinstatement (same $100 fee for corporations, foreign corporations, and LLCs).
• No Court Access. A foreign corporation transacting business in Virginia without a certificate of authority may not maintain a proceeding in any Virginia court until it obtains one.
• Civil Penalty. Each officer, director, and employee who knowingly does business in Virginia for a foreign corporation lacking a certificate of authority is personally liable for a penalty of $500 to $5,000.

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

Clerk's Office, Virginia State Corporation Commission (SCC) - central filing office for ALL certificates of assumed or fictitious nameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry → since Jan 1, 2020

State fee

$10 per certificate (Va. Code § 59.1-70); optional Certificate of Fact of Fictitious Name $6; release of a fictitious name also $10

Term

Perpetual - effective until released (no expiration)

Renewal

None required; name remains on the entity's SCC record until a Certificate of Release is filed ($10)

Publication

Not required. No newspaper publicationPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry → requirement in Virginia

Online filing

Available

The regime

Virginia prohibits any person from conducting business in the Commonwealth under an assumed or fictitious name unless a certificate of assumed or fictitious name is filed in the office of the clerk of the State Corporation Commission. Certificates were filed with circuit court clerks before January 1, 2020; the SCC is now the filing office.

Where it is filed

The clerk of the State Corporation Commission. Section 59.1-74(B) confirms the pre-2020 circuit-court-clerk filing path is historical: local revenue licenses now require evidence of an SCC filing (or a pre-January 1, 2020 court filing).

Term and renewal

The chapter prescribes no fixed duration or renewal cycle. A certificate remains on file until the person stops using the name and files a certificate of release of the assumed or fictitious name ($10 fee).

Name restrictions

The chapter's stated restriction is anti-deception as to geography: an assumed or fictitious name may not be used to intentionally misrepresent the geographic origin or location of the person.

Assumed names for registered entities

A foreign corporation whose real name does not satisfy Virginia's corporate-name requirements may obtain or keep its certificate of authority by using a "designated name" - either its name plus an entity indicator (corp., inc., co., ltd., etc.) or, if its real name is unavailable, an available compliant name - after informing the Commission. Parallel designated-name provisions exist for foreign LLCs (§ 13.1-1054) and other entity typesEntity typesLLC (limited liability company), corporation (for-profit; 'profit corporation' in some states' vocabulary), nonprofit corporation, LP (limited partnership), LLP (limited liability partnership), LLLP (limited liability limited partnership),Read the full entry →.

Penalties

Violating the chapter is a misdemeanor punishable by a fine of up to $2,500, up to one year in jail, or both.
Noncompliance does not void recoveries by or against the person, but no action may be maintained in Virginia courts by the person (or assignees/successors) until the certificate is filed.
Knowingly signing a materially false certificate intended for filing with the Commission is a Class 1 misdemeanor.
A commissioner of the revenue may not issue a business license until the assumed-name certificate has been filed and evidence of the filing provided.

Official source

www.scc.virginia.gov/businesses/business-faqs/fictitious-names↗ (opens the official source)

What it is called

not captured

Administering agency

Virginia State Corporation Commission (SCC), Clerk's Office - Virginia has no Secretary of StateSOSSecretary of State - the default filing office in most states, and shorthand throughout this site for whichever agency keeps the business register.Read the full entry → for business entities; portal = Clerk's Information System (CIS), cis.scc.virginia.gov

Corporation minimum

not recorded separately

How it is computed

Virginia imposes NO franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry → on LLCs or business corporations (no franchise-tax provision anywhere in the captured Titles 13.1/50; the corpus and all 9 research waves surface only the SCC 'annual registration fee'). The functional analog IS computable: stock corp annual registration fee (Va. Code 13.1-775.1(A)-(B), as amended 2021 Sp. Sess. I c. 487, eff. 7/1/2021) = $50 if 5,000 or fewer authorized shares; $50 + $15 per 5,000 shares (or fraction) over 5,000; capped at $850. Shares counted as of the 1st day of the 2nd month preceding the anniversary month. LLC flat $50/yr (13.1-1062); LP flat $50/yr due Oct 1 (50-73.67); RLLP $50 annual continuation report due July 1 (50-73.83(F)(2)); nonstock corp flat $25/yr (13.1-936.1). CONFLICT: the SCC's own fee-schedule PDF (an_fee.pdf rev 02/26) still displays the PRE-2021 doubled corp table ($100 base, +$30 per 5,000, max $1,700 over 270,000 shares) - phone-verify queued with SCC Clerk's Office 804-371-9733.