Virginia Annual Report & Registration Fee
Most companies registered to do business in the Commonwealth of Virginia must file an annual report and/or pay an annual registration fee. However, not all business entities are responsible for both. In this guide, we’ll go over these requirements and walk you through how to file and/or pay so your business stays in good standing with the state.
Virginia Annual Report vs. Virginia Registration Fee
Virginia’s annual report and registration fee are two separate requirements due to the Virginia State Corporation Commission (SCC).
Most companies registered to do business in the Commonwealth of Virginia must file an annual report and/or pay an annual registration fee. However, not all business entities are responsible for both. In this guide, we’ll go over these requirements and walk you through how to file and/or pay so your business stays in good standing with the state.
An annual report is a state filing that includes basic information about a business, including current directors, officers and principal address. The purpose of an annual report is to confirm or update this information so that the details of your business are accurate, according to state records. The following business entities are required to file an annual report in Virginia:
- Corporations
- Nonprofits
The state’s registration fee is a payment made to the state for the privilege of doing business in the Commonwealth. The following business entities are required to pay Virginia’s registration fee:
- Corporations
- Nonprofits
- LLCs
- LPs
How to File the Virginia Annual Report
To file your annual report, you’ll need to fill out a form and submit it to the Virginia SCC by the appropriate deadline. A Virginia annual report requires specific corporate information, which is why only Virginia corporations and nonprofits are required to file one.
1. Complete Your Annual Report
A notice about your upcoming annual report deadline will be sent to you by the Virginia SCC, or by your registered agent. Virginia requires the following information in an annual report:
- Business name
- Principal office address
- State or country of formation (if not Virginia)
- Current directors and officers
- Registered agent name and address
- Total number of authorized shares
- Signature and title of person filing (must be a current director or officer)
If you’re filing your annual report online and nothing about your annual report has changed in the last year, you’ll simply be asked to confirm all existing information.
A professional registered agent service, like ours, will be on top of your annual report deadline, and can even submit for you.
2. Calculate Your Registration Fee
Your registration fee is dependent on your registration type:
- LLCs and LPs owe a flat fee of $50.
- Non-stock corporations, like nonprofits, owe a flat fee of $25.
- Stock corporations, however, pay a fee based on number of authorized shares.
Each increment of 5,000 shares is worth $30, with a minimum payment of $100 and a maximum payment of $1,700. In other words, if your corporation has anywhere from 1 – 5,000 shares, you’ll owe $100. If your corporation has anywhere from 5,001 – 10,000 shares, you’ll owe $130, and so on. Any corporation with 270,000 shares or more will pay $1,700.
For an incremental breakdown of the fees associated with number of authorized shares, see the SCC’s Annual Corporation Requirements.
3. Submit Your Annual Report and Fee
You can file your annual report online, or submit a paper form by mail or in person. If you choose to submit a paper document, you’ll first have to submit a Online Forms Request to the SCC to receive your annual report form.
Online: SCC Clerk’s Information System
Sign into your online account, and once inside select Annual Report.
By Mail:
Virginia State Corporation Commission
P.O. Box 1197
Richmond, VA 23218-1197
In Person:
Virginia State Corporation Commission
1300 East Main Street, 1st Floor
Richmond, VA 23219
Due Date for Your Annual Report and/or Registration Fee
Both the Virginia annual report and registration fee are due to the Virginia State Corporation Commission (SCC) at the end of the month in which you formed your business entity. For example, if you formed your business on September 10th, your report and/or fee will be due by September 30th. Your first annual report will be due the year after your business was initially incorporated.
The only exception is Limited Partnerships (LPs), which must pay their registration fee on or before October 1st each year.
FAQ: Virginia Annual Report
No. Limited Liability Companies do not need to file an annual report in Virginia. They do, however, need to pay an annual registration fee of $50.
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Filing an annual report in Virginia is free. However, companies that file an annual report are also required to pay a registration fee.
Registration fees are $25 for non-stock corporations, $50 for LLCs and LPs, and a minimum of $100 for stock corporations. The registration fee for stock corporations increases incrementally for corporations with more than 5,000 shares of authorized stock, maxing out at $1,700.
Yes. Even if nothing about your company has changed since you last filed your annual report, you’re still required to file one each year because filing your annual report confirms to the Virginia State Corporation Commission that the information they have on file for your company is accurate.
If you don’t file your Virginia annual report by your due date, your company will no longer be in good standing with the state. You’ll have five months to submit your annual report and retain good standing with the state. But if you fail to so, your company will be considered “inactive” in Virginia and you’ll need to reinstate your business for $100, plus all unpaid state fees.
If you don’t pay your registration fee by the due date, you will have to pay a penalty, and could face termination or cancellation. Penalty fees are as follows:
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- Stock corporations: 10% of the annual fee or $10 (whichever is greater)
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- Non-stock corporations (nonprofits): $10
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- LLCs and LPs: $25
All corporations (stock and non-stock) have a four-month grace period to pay their registration fee (plus the penalty fee), otherwise the entity will be terminated and considered “inactive” by the CSS. LLCs must pay their registration and penalty fees within three months of their due date, otherwise they will be canceled and considered “inactive.” LPs have until December 31st of the filing year.
If your business has become “inactive” in Virginia because you failed to pay your registration fee or file your annual report on time, you will have to reinstate your business. The cost of reinstatement for stock corporations, LLCs and LPs is $100 plus any unpaid fees. Non-stock corporations, like nonprofits, only have to pay $10 for reinstatement.
Note that any business entity that’s been “inactive” for over five years cannot be reinstated, and must be registered as if it’s a new company.
Hire Us to File Your Annual Report
As your registered agent, we’ll keep you updated on all upcoming deadlines for your annual report—and even file it for you, if you want.