Register your foreign LLC or Corporation in Virginia
If your LLC or corporation was formed in another state, you must first register with the Virginia State Corporation Commission before “conducting business” in the Commonwealth of Virginia. Of course, the actions which constitute “conducting business” are sometimes disputed.
Penalties for not registering your foreign corporation or LLC
The penalties for not registering are potential fines and that you may not “maintain” a lawsuit in Virginia until you are registered. This means that you could not obtain a judgment until your foreign LLC or corporation is registered with the Virginia State Corporation Commission. This could potentially have grave consequences for your case.
It is not the right to begin the action, but the right to maintain it, that is withheld for failure to comply with the terms of the foreign corporation registration statute. It takes no right away from the offending party after compliance. When its terms are met, the barriers theretofore existing are removed. A certificate filed after the bringing of an action and prior to the time of final judgment is a sufficient compliance with the statute. Nolte v. MT Tech. Enters., LLC, 284 Va. 80, 91 (Va. 2012).
If you are a foreign corporation or LLC, you should certainly investigate whether you need to register in Virginia. “Foreign” means that you were formed in a different state. If you have questions, give me a call to discuss.
This is just yet another prime example of how people end up costing themselves more money by not consulting with an attorney from the outset. The cost of legal counsel is probably far less than the potential costs and expense associated with a misstep.
