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Office of the Clerk

Frequently Asked Questions

Annual Registration Fees

How much is the annual registration fee, and when is it assessed?

When is payment for the annual registration fee due?

What happens if the annual registration fee is not paid by its due date?

What else can happen if the annual registration fee is not paid?

Can a corporation’s annual registration fee be adjusted after assessment by filing an amendment to reduce the number of shares it is authorized to issue?

What payment options are available?

What is the convenience fee?

Can less than the total amount owed be paid?

The company did not receive its notice of assessment. Did the Commission send it?

What steps should be taken if a company believes a penalty has been imposed in error?

 

 

 

 

 

 

 

 

 

 

 

 

 

How much is the annual registration fee and when is it assessed?

Every Virginia and registered foreign corporation, limited liability company, limited partnership and business trust is required, by law, to pay an annual registration fee to the State Corporation Commission each year after the year in which it was formed or registered to transact business in Virginia.

For stock corporations, the annual registration fee is based on the number of shares the corporation is authorized to issue according to the records of the Commission as of the first day of the second month preceding the month in which it was incorporated or registered to transact business in Virginia. The current corporation fee schedule is available in a form titled Annual Corporation Requirements and Fee Schedule.

For nonstock corporations, the annual registration fee is $25. It is assessed as of the first day of the second month preceding the month in which the corporation was incorporated or registered to transact business in Virginia.

For limited liability companies, the annual registration fee is $50. It is assessed as of the first day of the second month preceding the month in which the company was formed or registered to transact business in Virginia.

For limited partnerships and business trusts, the annual registration fee is $50, which is assessed as of July 1.

When is payment for the annual registration fee due?

For corporations and limited liability companies, the payment is due on or before the last day of the month in which the company was incorporated, formed or registered to transact business in Virginia.

For limited partnerships and business trusts, the payment is due on or before October 1.

What happens if the annual registration fee is not paid by its due date?

If payment of the annual registration fee is not received and processed on or before its due date, a penalty is imposed on the company.

For stock corporations, the penalty is equal to 10% of the annual registration fee or $10, whichever is greater.

For nonstock corporations, the penalty is $10.

For limited liability companies, limited partnerships and business trusts, the penalty is $25.

Note: When the due date falls on a weekend or holiday, the company’s annual registration fee payment, if delivered by mail or in person, will need to be received by the Commission on or before the last business day preceding the due date to avoid imposition of a penalty.

What else can happen if the annual registration fee is not paid?

Eventually, nonpayment of the annual registration fee will result in the automatic termination or cancellation of a Virginia business entity’s existence, or the automatic revocation or cancellation of a foreign business entity’s certificate of authority or registration to transact business in Virginia.

For corporations, the annual registration fee must be paid on or before the last day of the fourth month following the due date to avoid termination or revocation.

For limited liability companies, the annual registration fee must be paid on or before the last day of the third month following the due date to avoid cancellation.

For limited partnerships and business trusts, the annual registration fee must be paid on or before December 31 to avoid cancellation.

Can a corporation’s annual registration fee be adjusted after assessment by filing an amendment to reduce the number of shares it is authorized to issue?

The annual registration fee of a Virginia corporation cannot be adjusted by filing an amendment to reduce the number of shares it is authorized to issue after the fee has been assessed by the Commission.

After assessment, the annual registration fee of a foreign corporation cannot be adjusted by the Commission except in one situation: when the foreign corporation (1) has filed in the jurisdiction of its incorporation an instrument of amendment, which became effective prior to the assessment date, that reduced the number of shares it is authorized to issue and (2) has filed with the Commission a duly authenticated copy of the instrument of amendment within 30 days of the amendment’s effective date. If both of these conditions are met, the Commission will adjust the foreign corporation’s annual registration fee assessment so that it is based on the new number of shares that the corporation is authorized to issue.

Example: A Maryland stock corporation’s assessment date is April 1. It files an amendment in Maryland, effective March 5, to decrease its authorized shares from 100,000 to 5,000, and it files an authenticated copy of the amendment with the Commission on April 5. Although the amendment was filed in Maryland with an effective date that precedes the assessment date, April 1, the corporation’s assessment cannot be adjusted because an authenticated copy of the amendment was not filed with the Commission by April 4, the 30th day after the amendment’s effective date in Maryland.

What payment options are available?

Payments may be made by check, and cash is accepted if tendered in person in the Clerk’s Office (please do not mail cash).

A corporation or limited liability company also can pay its annual registration fee and/or penalties electronically through SCC eFile using Visa, MasterCard, Discover, American Express and eChecks. (Note: The Office of the Clerk’s third-party payment processor charges a convenience fee for electronic payments.)

What is the convenience fee?

The convenience fee is a processing fee charged by our secured third-party payment processor when payment of an annual registration fee or penalty is made electronically through SCC eFile.

A convenience fee of 2.4% for credit card payments ($1.00 minimum) or $2.00 for eCheck payments will be charged by our payment processor when a payment is made online.

Can less than the total amount owed be paid?

If payment is made through SCC eFile, only the total amount owed will be accepted, that is, all annual registration fees that have been assessed and all penalties that have been imposed.

Payments tendered by check or cash will be accepted in any amount. The funds will be applied toward the annual registration fee or penalty that has remained unpaid for the longest period of time.

Note: If an annual registration fee is not paid in full within the time required by law, a business entity’s existence or certificate of authority or registration to transact business in Virginia will be automatically terminated, revoked or canceled. See What else can happen if the annual registration fee is not paid?

The company did not receive its notice of assessment. Did the Commission send it?

The Commission’s notice of assessment of the annual registration fee is mailed to the company’s Virginia registered agent at the registered office address of record with the Commission. It is the duty of the registered agent to forward the notice to the company.

Contact the company’s registered agent to determine if the notice was received. To check the name of the company’s registered agent and the address of its registered office on the Commission’s records, go to SCC eFile and “Search for a business entity (no login required).”

For information regarding how to change the company’s registered agent or registered office address, see Registered Agents FAQs.

What steps should be taken if a company believes a penalty has been imposed in error?

A letter should be sent to the Clerk of the Commission explaining why the company believes the penalty was improperly imposed. Please note, however, that after a penalty has been paid, it cannot be refunded.