Virginia Annual Report 

The Commonwealth of Virginia has specific annual requirements for different business entity types, primarily managed by the Virginia State Corporation Commission (SCC) and, for charitable organizations, the Virginia Department of Agriculture and Consumer Services (VDACS).

Why is it important to file? Timely compliance with these annual requirements is crucial for maintaining your entity’s active status and good standing in Virginia. Failure to meet these deadlines can lead to various penalties and negative consequences, including:

• Loss of Good Standing: Your entity will no longer be considered in good standing with the SCC.
• Monetary Penalties: Late fees are assessed for missed deadlines.
• Administrative Dissolution/Revocation: Persistent non-compliance can lead to the administrative termination or revocation of your entity’s existence or its authority to transact business in Virginia.
• Loss of Legal Authority: A terminated or revoked entity loses the ability to legally conduct business, enter into contracts, or defend itself in court in Virginia.
• Complex Reinstatement: Reinstatement involves filing all delinquent reports/fees and paying associated penalties, which can be time-consuming and costly.

Specific Requirements by Entity Type in Virginia:

For Limited Liability Companies (LLCs) in Virginia:

• Annual Registration Fee, NOT an Annual Report: Virginia LLCs are NOT required to file a separate annual report document with the SCC. Instead, they must pay an Annual Registration Fee.
• Due Date: Annually by the last day of the anniversary month in which your LLC was formed or registered in Virginia.
• Filing Fee: A flat fee of $50.00.
• Penalty: A $25.00 late fee is assessed if the fee is not paid on time. Failure to pay within three months of the due date can lead to administrative cancellation.

For For-Profit Corporations (Domestic & Foreign) in Virginia:

• Annual Report AND Annual Registration Fee: Corporations in Virginia are required to file an Annual Report AND pay an Annual Registration Fee.
• Due Date: Both are due annually by the last day of the anniversary month in which your corporation was incorporated or authorized to do business in Virginia.
• Annual Report Information: The SCC typically mails a pre-printed Annual Report form to your registered agent two months before the due date. This report updates officer/director information and principal office address. The report itself has no separate filing fee.
• Annual Registration Fee: This fee varies based on the number of authorized shares, with a minimum fee of $100.00.
• Penalties: A late fee of 10% of the annual fee or $10 (whichever is greater) is assessed if the registration fee is not paid on time. Failure to file the report and/or pay the fee within four months of the due date can lead to administrative dissolution/revocation.

For Partnerships (Limited Partnerships, Limited Liability Partnerships, etc.):

• General Partnerships (GPs): Generally, General Partnerships formed solely by agreement are not required to file an annual report or pay an annual registration fee with the SCC.
• Limited Partnerships (LPs) & Limited Liability Limited Partnerships (LLLPs): These entities must pay an Annual Registration Fee (but do not file a separate annual report document like LLCs).
  • Due Date: Annually on or before September 30th.
  • Filing Fee: A flat fee of $50.00.
  • Penalty: A $25.00 late fee is assessed if the fee is not paid on time. Failure to pay by December 31st can lead to administrative cancellation.
• Limited Liability Partnerships (LLPs): These entities must file an Annual Continuation Report (Form UPA134) AND pay an Annual Registration Fee.
  • Due Date: Annually on or before July 1st.
  • Filing Fee: $50.00.
  • Penalty: A $25.00 late fee is assessed if the fee is not paid on time. Failure to file by December 31st can lead to administrative cancellation.

For Non-Profit Corporations in Virginia, please also note the following:

Non-profit organizations in Virginia have several distinct annual compliance requirements:

1. Annual Report with State Corporation Commission (SCC):
   • Due Date: Annually by the last day of the anniversary month of your corporation’s incorporation or authorization in Virginia.
   • Filing Fee: The Annual Report itself has no filing fee. However, there is an Annual Registration Fee of $25.00 that is due at the same time.
   • Required Information: Updates to principal office address and names/addresses of officers and directors.
   • Penalties: A $10.00 late fee if the fee is not paid on time. Failure to file the report and/or pay the fee within four months of the due date can lead to administrative dissolution.
2. Charitable Solicitation Annual Renewal (Virginia Department of Agriculture and Consumer Services – VDACS):
   • If your non-profit solicits charitable contributions in Virginia (unless exempt), you must register and renew annually with the Virginia Department of Agriculture and Consumer Services (VDACS), Office of Charitable and Regulatory Programs (OCRP).
   • Due Date: Annually within 4.5 months after the close of your organization’s fiscal year (e.g., May 15th for a December 31st fiscal year-end). Extensions are possible.
   • Required Attachments: This renewal requires filing Form 102 (Registration Statement) and generally includes a copy of your federal IRS Form 990, 990-EZ, or 990-PF.
   • Filing Fee: Varies based on gross contributions received, typically ranging from $30 to $325.
   • Penalties: Penalties can apply for late or non-filing.
3. 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).
   • Due Date: Typically 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 the SCC filings (Annual Reports or for updating information with registration fees), you will typically need to confirm or update:

• Your entity’s legal name and SCC ID number.
• Current principal office address.
• Name and address of your Virginia Registered Agent.
• For Corporations and Non-Profit Corporations: Names and addresses of current directors and officers (President, Secretary, Treasurer, Vice President).
• For Corporations: Number of authorized shares (for fee calculation).
• For LLPs: Information regarding the partners.

How can we assist you? We can assist you with understanding and fulfilling your Virginia annual compliance obligations. Our services for these filings include:

• List specific services we offer, e.g., Determining your specific filing requirements and fees,” “Gathering the necessary information,” “Completing and submitting the reports/fees online or by mail via the SCC Clerk’s Information System,” “Confirming receipt with the SCC/VDACS,” “Assisting with charitable solicitation renewals.

What we need from you: To facilitate these filings, please provide email us the filled

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Please contact us at your earliest convenience to discuss your Virginia compliance obligations. We can help ensure your entity remains in good standing and avoid any potential penalties.

We look forward to hearing from you.

Sincerely,

SURYA PADHI, SURE FINANCIAL AND TAX SERVICES LLC