Unincorporated Entity Registration

Unincorporated Entity Registration

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Unincorporated Entity Registration
Limited Liability Companies. A limited liability company is
an unincorporated association which may be treated as a partnership
for tax purposes by providing owners with limited
liability similar to that available to shareholders of a stock
corporation.
A Virginia limited liability company is formed by fi ling articles
of organization with the State Corporation Commission
and paying a fi ling fee.
Foreign limited liability companies may register in Virginia
by fi ling an application for registration along with a copy of
the articles of organization fi led in the foreign limited liability
company’s jurisdiction of formation, duly authenticated
by the Secretary of State or other offi cial having custody of
the records in the state or other jurisdiction of its formation.
There is a fi ling fee for fi ling an application for registration.
Domestic and foreign limited liability companies pay an annual
fee which is assessed July 1 of each year.
Business Trusts. Business trusts are unincorporated businesses,
trusts, or associations governed by a governing instrument
that provides for the property or activities of the
business trust to be owned, managed or carried on by at least
one trustee for the benefi t of at least one benefi cial owner.
The benefi cial owners are normally entitled to the same
limitation of personal liability as are shareholders of a stock
corporation.
A Virginia business trust is formed by fi ling articles of
trust with the State Corporation Commission and paying a
fi ling fee.
Foreign business trusts may register in Virginia by fi ling an
application for registration along with a copy of the articles
of trust or other constituent documents fi led in the foreign
business trust’s jurisdiction of formation duly, authenticated
by the Secretary of State or other offi cial having custody of
the business trust records in the state or other jurisdiction
of its formation. There is a fi ling fee for the application for
registration.
Domestic and foreign business trusts pay an annual fee to the
State Corporation Commission each year.
Limited Partnerships. A limited partnership is a partnership
formed by two or more persons and having at least one
general partner and one limited partner. General partners retain
control over the management of the limited partnership
and are liable for all debts. Limited partners invest money
or property in the business and are entitled to share in the
profi ts. The limited partners’ liability is limited to the extent
of their investment.
A Virginia limited partnership is created by fi ling a certifi cate
of limited partnership with the State Corporation Commission
and paying a fi ling fee.
A foreign limited partnership may register in Virginia by
fi ling an application for registration along with a copy of

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the certifi cate of limited partnership fi led in the foreign
limited partnership’s jurisdiction of formation, duly authenticated
by the Secretary of State or other offi cial having
custody of the records in the state or other jurisdiction
of its formation. There is a fee associated with fi ling an
application for registration.
Domestic and foreign limited partnerships pay an annual fee
which is assessed on July 1 of each year.
General Partnerships. A general partnership (sometimes
simply referred to as “a partnership”) is an association of two
or more persons who join together to carry on a business for
profi t. Each partner contributes money, property, labor and/or
skills, and agrees to share in the profi ts or losses of the business.
General partnerships are not required to register with
the State Corporation Commission. The Virginia Uniform
Partnership Act permits general partnerships to fi le certain
types of documents with the Commission.
Domestic and foreign general partnerships are permitted to
fi le a statement of partnership authority, which is effective
for fi ve years unless otherwise cancelled. There is a fi ling fee
for fi ling a statement of partnership authority.
7 Establishing a Business
Limited Liability Partnerships. Both limited partnerships
and general partnerships may register for status as a limited
liability partnership by fi ling a statement of registration as a
registered limited liability partnership with the State Corporation
Commission and paying the fi ling fee.
A foreign registered limited liability partnership may register
with the Commission by fi ling a statement of registration of a
foreign limited liability partnership along with a current certifi
cate of status indicating the foreign entity’s status as a limited
liability partnership, executed by the Secretary of State
or other offi cial having custody of the records in the state or
other jurisdiction of its formation. There is a fi ling fee for the
foreign registration.
Both foreign and domestic limited liability partnerships fi le
an annual continuation report and pay an annual fee which is
assessed July 1 of each year.
Sole Proprietors. Sole proprietors are not required to fi le with
the State Corporation Commission.
For additional information, please contact:
State Corporation Commission
Clerk’s Offi ce
Post Offi ce Box 1197
Richmond, VA 23218-1197
(804) 371-9733
http://www.scc.virginia.gov
ASSUMED (“TRADE”) NAMES
Any person, partnership, limited liability company or corporation
may transact business under a name that is not his,
her or its real name. To do so, an assumed or fi ctitious name
certifi cate must be fi led with the clerk of circuit court of the
county or city where the business will be transacted. If a
corporation, limited liability company or limited partnership
fi les an assumed name certifi cate, an attested copy must also
be fi led with the State Corporation Commission. Minor fi ling
fees are associated with the certifi cate and attested copy.
For additional information, please contact the circuit court of
the jurisdiction(s) in which the business operates.
SECURITY REGISTRATION
Securities, and persons offering or selling securities, must be
registered with the State Corporation Commission (SCC) or
the securities or transactions must be exempt under the Virginia
Securities Act before they may be offered or sold in
Virginia. Investment advisers and investment adviser representatives
must also be registered with the SCC before transacting
business in Virginia.
FRANCHISE REGISTRATION
Franchises must be registered with the State Corporation
Commission before they may be offered or sold.
TRADEMARK REGISTRATION
Any person who owns and uses a trademark in Virginia may
fi le an application for registration of the trademark with the
State Corporation Commission (SCC). Application forms are
available from the SCC’s Division of Securities and Retail
Franchising. There is a nonrefundable application fee.
For rules, forms, and any additional information regarding
security, franchise or trademark registration, please contact:
State Corporation Commission
Division of Securities and Retail Franchising
Post Offi ce Box 1197
Richmond, Virginia 23218-1197
(804) 371-9051
http://www.scc.virginia.gov
BUSINESS REGISTRATION GUIDE
The Commonwealth of Virginia Business Registration Guide,
published collaboratively by the State Corporation Commission,
Virginia Employment Commission, and Department of
Taxation, provides step-by-step instructions on registering to
conduct business in Virginia, contains copies of commonly
required forms and supplies answers to common questions
regarding the process. Copies of the Business Registration
Guide are available from the three cooperating agencies, the
Virginia Economic Development Partnership or online at
http://www.scc.virginia.gov/division/clk/forms/brg.pdf.
2007-08 Virginia Guide to
8 Establishing a Business
BUSINESS TAXES
Virginia has a fair tax structure, with all companies paying the
same taxes regardless of location of incorporation. The state
has not raised its corporate income tax rate since 1972. Prior
to 1972, the income tax rate remained the same for 25 years.
In Virginia, items taxed at the state level are not taxed at the
local level. The exception is the sales and use tax, which is
levied by both state and local governments.
Virginia’s major state taxes include the corporate income tax
and the sales and use tax. The major local taxes include the
real estate tax, the machinery and tools tax and the tangible
personal property tax. Many communities levy a modest
consumer’s tax on utility purchases.
Virginia differs from most states in that its counties and cities
are separate taxing entities. A company pays either county or
city taxes depending on its location. If it is located within the
corporate limits of a town, it is subject to town taxes in addition
to county levies.
For more detailed information about Virginia’s local taxes,
consult A Virginia Guide to Local Taxes on Business at
http://www.yesvirginia.org/pdf/guides/2007_LocalTaxes
Guide.pdf.
REGISTRATION
All companies doing business in Virginia must register with
the Virginia Department of Taxation for all taxes that may
apply to the operation of the business. All corporations and
partnerships must obtain an Employer Identifi cation Number
(EIN) from the Internal Revenue Service to use as a taxpayer
identifi cation number. Sole proprietors also must obtain an
EIN if they pay wages to one or more employees or if they
fi le an excise tax return.
CORPORATE INCOME TAX
All corporations registered with the State Corporation Commission
must fi le a corporate income tax return with the Virginia
Department of Taxation. The corporate income tax rate
is equal to 6 percent of a company’s federal taxable income,
with modifi cations if applicable. The major modifi cations
involve adding back as income any state and local income
taxes that may have been deducted when computing the federal
income tax, and subtracting certain items included in
federal taxable income such as certain foreign source income
and dividends from companies in which the taxpayer owns
50 percent or more of the voting stock. The federal income
tax is not deductible, and Virginia fully conforms to the federal
Modifi ed Accelerated Cost Recovery System (MACRS),
except for the 30 percent bonus depreciation deduction.
Corporations that are not organized or conducted for pecuniary
profi t and that are exempt from income taxes under
Section 501(c) of the Internal Revenue Code are taxed on
unrelated business taxable income.
A corporation’s income tax is calculated based on its activities
in Virginia and in other states. If the entire business of
a corporation is transacted or conducted in Virginia, the tax
rate is equal to 6 percent of the entire income with minor
modifi cations. If the corporation participates in multistate
activities and its income is taxable by both Virginia and other
states, Virginia permits the corporation to allocate and apportion
income among Virginia and other states in order to
determine equitable tax.
Income that is allocable is assigned to the state where the
taxpaying corporation’s central operations are located—also
known as the corporation’s commercial domicile. If the allocable
income is assigned to Virginia, it is subject to the
state corporate income tax. Virginia generally includes only
dividends in this allocable portion—dividends received from
companies in which the taxpayer owns less than 50 percent
of the voting stock. All other income is considered apportionable.
The apportionment is based on a three-factor formula.
Under this formula, the sales factor is weighted 50 percent
and the payroll and property factors are 25 percent each in
determining the overall corporate income apportionment
factor. In general, double weighting the sales factor benefi ts
corporations with signifi cant Virginia property and payroll.
The property factor is computed by dividing the average
value of real and tangible personal property owned or
rented and used by the corporation in Virginia during
the tax period by the average value of real and tangible
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