Virginia generally requires most registered business entities to submit either an Annual Report or an Annual Registration Fee to the Virginia State Corporation Commission (SCC). This ensures your entity maintains its active status and good standing within the Commonwealth.
The due date for most entities’ filings is the last day of the month in which your business was originally formed or qualified in Virginia (your “anniversary month”). For example, if your entity was established in April, the filing is due by April 30th each year.
However, there are important exceptions for Partnerships:
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), and Limited Liability Limited Partnerships (LLLPs) generally have an annual registration fee due by July 1st each year.
General Partnerships (GPs) are generally not required to file an annual report or pay an annual registration fee with the SCC, but must renew their Statement of Partnership Authority every five years if one was filed.
Why is it important to file? Maintaining good standing with the Virginia State Corporation Commission is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Penalties:
LLCs and LPs/LLPs/LLLPs: A $25.00 penalty is assessed if the annual registration fee is not paid by the due date.
For-Profit Corporations: A penalty of 10% of the annual registration fee due OR $10.00, whichever is greater, is assessed for late payment.
Non-Profit Corporations: A $10.00 penalty is assessed for late filing/payment.
“Not in Good Standing” Status: Your entity will lose its “good standing” status with the SCC, which can hinder your ability to obtain financing, enter into contracts, or transact business.
Administrative Cancellation/Revocation: If the annual report/registration fee (and any applicable penalties) remains unpaid, the SCC will administratively cancel (for domestic entities) or revoke (for foreign entities) your business’s authority to transact business in Virginia. This can occur if the filing is not made within 4 months (for non-profits) or if fees are not paid by December 31st (for LPs/LLPs/LLLPs that had a July 1st due date).
Loss of Personal Liability Protection: For LLCs and corporations, administrative cancellation can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process. It requires filing a Reinstatement form, paying all past-due annual registration fees and penalties, plus additional reinstatement fees (e.g., $100 for LLCs if dissolved for less than a year, $200 if more than a year; varying for corporations). You generally have five years to reinstate an administratively cancelled entity.
Specific Requirements by Entity Type in Virginia:
For Corporations (For-Profit & Professional) in Virginia:
Annual Report AND Annual Registration Fee (Virginia State Corporation Commission – SCC):
Frequency: Annually.
Due Date: By the last day of your anniversary month.
Filing Method: Can be filed online via SCC eFile, or by paper form.
Filing Fee (Annual Registration Fee): Varies based on the number of authorized shares.
Ranges from $100.00 (for 5,000 or fewer authorized shares) up to $1,700.00.
Annual Report: Corporations must submit an actual report updating officer/director information.
Penalty for late payment: 10% of fee due or $10.00, whichever is greater.
Virginia Corporate Income Tax (Virginia Department of Taxation – Form 500):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Tax Rate:6.0% of Virginia taxable income.
Estimated Payments: Required if estimated tax liability meets certain thresholds.
Extensions: An automatic 7-month extension to file is granted, but this is an extension to FILE, not an extension to PAY; at least 90% of your final tax liability must be paid by the original due date to avoid penalties and interest.
For Limited Liability Companies (LLCs) in Virginia:
Annual Registration Fee (Virginia State Corporation Commission – SCC):
Frequency: Annually.
Due Date: By the last day of your anniversary month.
Filing Method: Can be paid online via SCC eFile, or by mail. Virginia LLCs generally do not file an “Annual Report” form; they simply pay the annual registration fee.
Filing Fee:$50.00.
Penalty for late payment: $25.00.
Virginia Income Tax (Virginia Department of Taxation):
Frequency: Annually.
Taxation: Virginia generally follows the federal income tax treatment of LLCs (pass-through).
Single-Member LLCs (Disregarded): Income and losses are typically reported on the owner’s individual Virginia income tax return (Form 760). No separate state-level entity return is generally filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership for federal purposes, it generally files Form 502, Pass-Through Entity Return.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation or S-corporation for federal purposes, it will file Form 500 (for C-Corp) or Form 502 (for S-Corp) respectively and be subject to the corresponding Virginia tax rules.
Nonresident Withholding: LLCs taxed as partnerships with nonresident members may be required to withhold and remit Virginia tax on their distributive share of income.
Estimated Payments & Penalties: Estimated payments may be required, and penalties and interest apply for late filing or payment.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Virginia:
Annual Registration Fee (Virginia State Corporation Commission – SCC):
General Partnerships (GPs): GPs formed solely by agreement are generally NOT required to file an annual report or pay an annual registration fee with the SCC. However, if a Statement of Partnership Authority was filed, it must be renewed every five years for a $25 fee.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE required to pay an Annual Registration Fee.
Due Date:July 1st each year.
Filing Method: The SCC generally mails a Notice of Assessment, which can then be paid online or by mail.
Filing Fee:$50.00.
Penalty for late payment: $25.00. The fee must be paid by December 31st to avoid cancellation.
Virginia Partnership Income Tax (Virginia Department of Taxation – Form 502):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Requirement: Partnerships with income from Virginia sources generally must file Form 502, Pass-Through Entity Return.
Nonresident Withholding: Partnerships with nonresident partners may be required to withhold and remit Virginia income tax.
Estimated Payments & Penalties: Estimated payments may be required, and penalties and interest apply for late filing or payment.
For Non-Profit Corporations in Virginia, please also note the following:
Annual Report AND Annual Registration Fee (Virginia State Corporation Commission – SCC):
Frequency: Annually.
Due Date: By the last day of your anniversary month.
Filing Method: Can be filed online via SCC eFile, or by paper form.
Filing Fee:$25.00.
Annual Report: Non-profits must submit an actual report updating principal office and officer/director information.
Penalty for late filing/payment: $10.00. Failure to file can lead to cancellation if not filed within 4 months after the due date.
Charitable Organization Registration and Annual Renewal (Virginia Department of Agriculture and Consumer Services – VDACS, Office of Charitable and Regulatory Programs – OCRP):
General Rule: If your non-profit solicits charitable contributions from the public in Virginia, you are generally required to register and file an annual renewal with the VDACS OCRP, unless specifically exempt (e.g., certain religious organizations, educational institutions, or those soliciting less than $5,000 annually).
Due Date: Annually, 4½ months after the end of your fiscal year (e.g., May 15th for calendar year filers).
Filing Fee: Varies based on gross contributions received, ranging from $30.00 (for less than $25,001) to $325.00 (for over $1 million).
Required Attachments: This renewal typically requires submitting Form 102 and a copy of your federal IRS Form 990 series return. Audited financial statements may be required based on gross revenue thresholds.
Virginia Exempt Organization Unrelated Business Income Tax (Virginia Department of Taxation – Form 500 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Virginia Corporate Income Tax return (Form 500) would be filed to report and pay tax on UBTI. The deadline is 6½ months after your fiscal year end.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Virginia corporate income tax (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Virginia filings typically require verification or updating of the following:
Your entity’s legal name and Virginia SCC ID number.
The current principal office mailing address.
The name and physical street address of your Virginia Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For LLPs/LPs/LLLPs: Names and addresses of partners (for those required to file).
Updated contact information for the entity.
For tax filings: Financial information (income, expenses, gross receipts, etc.).
For Non-Profits (Charitable Registration): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and a copy of your federal Form 990.
How can we assist you? We understand that navigating these compliance requirements, especially with Virginia’s “anniversary month” due dates, varying fees by entity type, and separate charitable registration rules, can be complex. We are here to assist you with understanding and fulfilling your Virginia compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports and/or paying your Annual Registration Fees with the Virginia SCC.
Assisting with the preparation and filing of your Virginia income tax returns (if applicable).
Preparing and filing any applicable non-profit charitable registrations and annual renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Virginia SCC and, if applicable, the Department of Taxation and VDACS OCRP.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Virginia compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
