Virginia LLC Annual Report: Fee, Deadline, and Reinstatement

Virginia does not require an annual report for LLCs. What people call the Virginia LLC annual report is actually a $50 annual registration fee paid to the State Corporation Commission (SCC), with no form to complete and no business information to update. The fee is due by the last day of your LLC’s anniversary month every year after formation. Miss it and you owe a $25 penalty on top; ignore it for three months and the SCC cancels your LLC automatically.

No Report, Just a Fee

Many states make LLCs file a periodic report that updates addresses, members, and business activity. Virginia skips that paperwork. The only recurring obligation to the SCC is the registration fee.¹ You pay $50, and you’re done for the year.

If you receive a mailer from a private company offering to “file your annual report” for a fee, it’s a solicitation, not an official notice. The SCC warns about these on its website.² You can handle the payment yourself online in a few minutes.

Fee, Deadline, and Late Penalty

The registration fee is $50, flat, regardless of your LLC’s revenue, number of members, or type of business.³ Virginia-formed LLCs and out-of-state LLCs registered to do business in Virginia owe the same amount.

Your deadline is the last day of the month your LLC was originally organized or registered with the SCC. Form in March, pay by March 31 each year. The first payment isn’t due until the year after formation, so an LLC organized in March 2025 wouldn’t owe its first fee until March 2026.³

Miss the deadline by a day and a $25 penalty is added automatically, bringing the total to $75. The SCC does not grant extensions, and there is no grace period. A notice goes out after the penalty is assessed, warning that cancellation follows if the balance stays unpaid.⁴

How to Pay

The fastest option is paying online through the SCC’s Clerk’s Information System (CIS). Choose the registration fee payment option under online services.⁵ You’ll need your SCC identification number, which is on your Articles of Organization and can also be found through the SCC’s entity search.⁶ CIS accepts credit cards and electronic checks and generates an immediate receipt.

Offline, the SCC accepts checks and money orders by mail, and credit cards, checks, money orders, and cash in person at its office.⁷ Keep the receipt. It’s your proof of compliance if a question comes up later.

The SCC typically sends a payment notice to your registered agent about two months before the fee is due. Don’t rely on it as your only reminder. If the agent information is outdated or the notice gets lost, you’re still on the hook for paying by the deadline.

What Happens If You Don’t Pay

If the fee is still unpaid on the last day of the third month after the due date, the SCC automatically cancels your LLC’s existence.⁸ No hearing, no further warning. An LLC with a January 31 due date that remains unpaid on April 30 is canceled that day by operation of law.

A canceled LLC is not a legal entity. It cannot enter contracts, file lawsuits, or conduct business in Virginia. Its assets and affairs pass to the managers or members as trustees for winding down.⁸

The statute makes clear that members and managers don’t become personally liable for the LLC’s prior debts just because the entity was canceled for non-payment.⁸ The liability shield for existing debts survives cancellation. New business you take on after the entity is gone is a different story: you’d be signing as an unregistered business, and that is where personal exposure starts.

Reinstating a Canceled LLC

You have five years from the cancellation date to apply for reinstatement.⁹ After that, the option is gone and you’d have to form a new LLC. To reinstate, you’ll need:

A $100 reinstatement fee, separate from back-owed amounts.
Every $50 annual fee and $25 late penalty that accrued from the original due date through the reinstatement date, as if the LLC had been active the whole time.
A name change by articles of amendment if another business took your LLC’s name during the gap.
A statement of change designating a new registered agent if yours resigned during the cancellation period.

The application itself can be as simple as a letter that includes your SCC identification number.⁹ Once approved, the LLC is treated as if it was never canceled, and any business conducted during the gap becomes retroactively valid. The arithmetic adds up quickly, though. A three-year lapse means $100 for reinstatement plus three years of $75 in combined fees and penalties, for a total of $325.

Keep Your Registered Agent Information Current

Your registered agent receives legal documents and SCC correspondence for your LLC, including the fee reminder notice. If the agent’s information is wrong, your first warning that something is off may come after cancellation.

You can update the registered agent or office address through CIS for real-time changes, or request a paper form from the SCC.¹⁰ There is a separate cancellation trigger worth knowing about: if your registered agent resigns and you don’t appoint a new one within 31 days, the SCC can cancel your LLC on that ground alone, even if your fee is paid up.⁸

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State Corporation Commission. Maintaining Your Business
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State Corporation Commission. Business Home
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Virginia Code Commission. Virginia Code 13.1-1062 – Assessment of Annual Registration Fees
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Virginia Code Commission. Virginia Code 13.1-1064 – Penalty for Failure to Timely Pay Annual Registration Fees
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State Corporation Commission. Pay Annual Registration Fees Online
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State Corporation Commission. Clerk’s Information System
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State Corporation Commission. Annual Registration Fees
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Virginia Code Commission. Virginia Code 13.1-1050.2 – Automatic Cancellation of Limited Liability Company Existence
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Virginia Code Commission. Virginia Code Title 13.1 Corporations 13.1-1050.4
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State Corporation Commission. Registered Agent and Office Addresses