Most states require out-of-state businesses – not only Corporations, but often also Limited Liability Companies, Limited Partnerships, business trusts and other entities doing business in their jurisdiction – to obtain a Certificate of Authority and have a Registered Agent .

Different states have different definitions of just what “doing business” is.  Virginia, for example,  makes no effort to define the transaction of business in Virginia, since, per a former Virginia Code Commission, no inclusive definition seems possible.

Va Code §13.1-757(B) provides a non-exhaustive laundry list of the types of activities which may not of themselves constitute transacting business:   

  • hold board or shareholder meetings 
  • maintain, defend or settle any proceeding
  • maintain bank accounts there 
  • have offices there for transferring, exchanging or registering of your own securities
  • sell through independent contractors there
  • solicit or obtain orders by mail, employees or agents, if the orders require acceptance outside the state before they become contracts
  • incur debts there
  • secure or collect debts there
  • own, without more, real or personal property there
  • conduct an isolated transaction there that can be finished within 30 days and not repeated

If you don't exactly fit a specific exemption, then you’re probably doing business in that state and must have a Certificate of Authority and a Registered Agent