Virginia State Corporation Commission

The Virginia State Corporation Commission (the "Agency") handles Corporations and LLC filings, not the Secretary of State. The address for the agency is P.O. Box 1197, Richmond, VA 23218.

The agency's responsibilities include processing all filings required by the Commonwealth's various business entity statutes for corporations, partnerships and limited liability companies doing business in the Commonwealth; recording and providing public access to all data relevant to the various business entities on file in the Clerk's Office. This includes reserving corporate/limited partnership/limited liability company names; examining, processing, and indexing UCC financing Commonwealth documents and federal tax liens filed by financial and lending institutions, Commonwealth and federal agencies, attorneys, and the general public; maintaining the docket of cases before the Agency and managing the courtrooms utilized by the agency; maintaining the agency's computerized case management system, which tracks or identifies documents related to cases before the agency, and finally certifying copies of documents on file with the agency.

Here, as in most states, the question is what to put in the articles and what to reserve for the bylaws (or the operating agreement). While there is no hard and fast rule on this question, the fact that amendments to the articles must be filed with the Commonwealth (incurring additional costs) is an argument in favor of deferring as much as possible of the optional provisions for the bylaws (or the operating agreement), rather than putting those optional provisions in the articles. On the other hand, where there are multiple participants in the company, including those optional provisions in the articles can provide a measure of security to the minority participants.

The issuance of securities in the Commonwealth is subject to the Commonwealth's blue sky law, and an issuer must register any offering a securities with the Division of Securities and Retail Franchising of the Commonwealth government unless the issuer is justified upon reliance reliance on one of the exemptions from registration found in the blue sky law. Virtually all of the states have similar restrictions on the issuance of securities, but there are significant differences between the states.

For matters not unique to this state, but common to many states, see common concerns.