The Virginia annual registration fee is what every LLC, corporation, limited partnership, and limited liability partnership registered with the State Corporation Commission (SCC) pays each year to stay in good standing. It runs from $25 to $1,700 depending on entity type, is due on a date tied to when the business was formed, and triggers automatic penalties (and eventually termination) if it goes unpaid. General partnerships and sole proprietorships owe nothing.
What You Owe by Entity Type
The fee is flat for most entities and tiered only for stock corporations. It has no relationship to revenue, profit, or headcount.
- LLCs, domestic and foreign: $50. Protected series registered under the Virginia Limited Liability Company Act pay the same.1Virginia Code Commission. Virginia Code 13.1-1062 – Assessment of Annual Registration Fees
- Stock corporations, domestic and foreign: a tiered fee under Virginia Code ยง 13.1-775.1 based on authorized shares. It starts at $100 for corporations with up to 5,000 shares and climbs to $1,700 for those authorizing more than 270,000. Because the fee tracks authorized rather than issued shares, corporations that authorize far more than they issue pay more than they need to.
- Nonstock corporations: $25. Most Virginia nonprofits fall here.
- Limited partnerships, domestic and foreign: $50.2Virginia Code Commission. Virginia Code 50-73.67 – Annual Registration Fees for Limited Partnerships
- Limited liability partnerships: $100.
The registration fee is separate from Virginia income tax, local license taxes, and any other filing. For an LLC, it is the only ongoing SCC compliance obligation; there is no annual report to file alongside it. Stock corporations do file an annual report, but that is a different requirement from the fee itself.
When It’s Due
For LLCs, the fee is due by the last day of the twelfth month after the month the entity was organized or registered to do business in Virginia. That same date then repeats every year. An LLC formed in March owes its fee every February 28 (or 29).1Virginia Code Commission. Virginia Code 13.1-1062 – Assessment of Annual Registration Fees Stock and nonstock corporations follow the same twelve-months-after-formation logic.
Limited partnerships are the exception. Every LP pays by October 1 each year, regardless of when it formed.2Virginia Code Commission. Virginia Code 50-73.67 – Annual Registration Fees for Limited Partnerships
The SCC mails a reminder about two months out, but receiving it is not a legal prerequisite. A business that never sees the notice still owes the fee on time.
How to Pay
Payment alone satisfies the requirement. No form, no report.
The simplest route is the SCC’s Clerk’s Information System at cis.scc.virginia.gov, which accepts credit cards, debit cards, and eChecks. Mailed checks to the SCC’s Richmond office are accepted, but they must arrive by the due date. A postmark does not count.
Virginia does not allow prepayment of multiple years in one transaction. Each year’s fee is paid in the year it is assessed.
Late Penalties
Penalties attach the day after the deadline and are applied automatically. The SCC does not waive them for forgetfulness, travel, or a missed reminder notice.
- LLCs: a flat $25 penalty added to the unpaid fee.3Virginia Code Commission. Virginia Code 13.1-1064 – Penalty for Failure to Timely Pay Annual Registration Fees
- Stock corporations: 10% of the unpaid fee or $10, whichever is greater.
- Nonstock corporations, LPs, and LLPs: penalties apply, with amounts that vary by entity type.
Termination and Cancellation for Nonpayment
If the fee stays unpaid long enough, the SCC ends the business’s legal existence without a court order or hearing.
For domestic corporations, the rule is precise. If the registration fee is still unpaid on the last day of the fourth month after the due date, the corporation’s existence terminates automatically. The SCC mails a warning first, but termination happens whether or not the business actually receives it.4Virginia Code Commission. Virginia Code 13.1-752 – Automatic Termination of Corporate Existence
For LLCs, the SCC issues a notice of impending cancellation once the penalty is assessed. If the fee and penalty remain unpaid, the certificate of organization is cancelled and the LLC is dissolved.3Virginia Code Commission. Virginia Code 13.1-1064 – Penalty for Failure to Timely Pay Annual Registration Fees
Foreign entities lose their authority to transact business in Virginia rather than being dissolved outright, since Virginia did not create them. The practical result is the same: the business can no longer legally operate in the state.
Once terminated or cancelled, the business loses the liability protection its owners relied on. It cannot enter contracts, file lawsuits, or transact in its own name.
Reinstatement After Termination
A terminated or cancelled business can apply to the SCC for reinstatement, but not indefinitely. A corporation has five years from termination to apply.5Virginia Code Commission. Virginia Code 13.1-754 – Reinstatement of a Corporation That Has Ceased to Exist
For a corporation, reinstatement requires:
- A reinstatement application signed by an officer or director.
- A $100 reinstatement fee.
- All past-due annual registration fees and penalties that would have accrued as if the corporation had never been terminated.
- An annual report for the calendar year matching the most recent fee assessment.
- A name change, if the corporation’s name is no longer available under Virginia law at the time of reinstatement.
That last item catches people off guard. If another business claimed a similar name during the gap, the reinstating corporation has to amend its articles and adopt a new one before the SCC will process the application.5Virginia Code Commission. Virginia Code 13.1-754 – Reinstatement of a Corporation That Has Ceased to Exist
LLCs and limited partnerships follow a similar path. The SCC will not file or issue any document for an LLC until every assessed fee, fine, and penalty has been paid.6Virginia Code Commission. Virginia Code 13.1-1065 – Payment of Fees, Fines, Penalties, and Interest Prerequisite to Commission Action
Conversions, Mergers, and Mid-Year Dissolutions
If a business converts from one entity type to another, the registration fee obligation shifts to match the new entity going forward. Virginia’s statutes account for conversions so that businesses are not double-assessed in the year the conversion takes effect. An LLC that converted from a domestic stock corporation, for example, keeps the corporation’s existing schedule rather than restarting a new twelve-month cycle.1Virginia Code Commission. Virginia Code 13.1-1062 – Assessment of Annual Registration Fees
Mergers and dissolutions have to be finalized with the SCC before the next fee due date to avoid the fee. If the SCC issues a certificate of cancellation or merger on or before the due date, the fee for that year is cancelled.2Virginia Code Commission. Virginia Code 50-73.67 – Annual Registration Fees for Limited Partnerships If the effective date lands even one day after the due date, the full year’s fee is owed. Fees already paid are not refundable.