Virginia corporations and foreign entities must file annual reports with the Virginia State Corporation Commission (SCC), and the process typically takes around 15 minutes online with no separate filing fee for the report itself.

Virginia LLCs are not required to file a separate annual report. Instead, they pay a $50 annual registration fee under Va. Code § 13.1-1062 to maintain an active status. Here's what else you need to know.

Who must file a Virginia annual report?

Both Virginia corporations and entities that completed Virginia foreign registration must file annual reports and pay annual registration fees. This requirement applies to virtually all ordinary business corporations formed or registered in Virginia. As of July 1, 2024, an officer, director, or other person authorized by the corporation may sign the annual report, following the expanded signing authority enacted by HB 124/Chapter 137.

However, Virginia LLCs follow different rules entirely. They are not required to file a separate annual report document; instead, they pay the $50 annual registration fee under § 13.1-1062. Registered Limited Liability Partnerships (LLPs) and Limited Liability Limited Partnerships (LLLPs) file an Annual Continuation Report instead of the standard annual report, governed by Va. Code § 50-73.134.

Deadlines and consequences

Virginia strictly enforces annual reporting deadlines with clear consequences for non-compliance. Your report is due by the last day of your anniversary month (the month your business was incorporated or authorized to transact business in Virginia), per Va. Code § 13.1-775. If the last day of the month falls on a weekend or legal holiday, the deadline is extended to the next business day under Virginia's general time-computation rules.

The state provides some flexibility by allowing you to file once the SCC furnishes the annual report form, which is typically prepared two months before the due date. According to the SCC Annual Reports FAQ, the report may not be filed earlier than three months prior to its due date each year.

Missing your deadline triggers immediate loss of good standing status, but you do have time before termination. For corporations, failure to file the annual report by the last day of the fourth month after the due date results in automatic termination of corporate existence under Va. Code § 13.1-752.

For LLCs that miss their annual registration fee payment, existence is automatically canceled if payment isn't received by the last day of the third month following the due date, per Va. Code § 13.1-1050.2.

When termination or cancellation occurs, your legal authority to conduct business ends, contracts may be legally problematic, and financing options disappear. Virginia law provides that no officer, director, or agent has personal liability for the corporation's obligations solely by reason of administrative termination, per § 13.1-752(D). However, officers and directors who continue conducting new business beyond permissible winding-up activities on behalf of an administratively terminated corporation may face separate personal liability exposure for obligations incurred during that period.

How to file a Virginia annual report

The Virginia SCC offers two convenient filing methods, with online submission being the fastest and most reliable option.

Online filing

Visit the Virginia SCC's Clerk's Information System (CIS) and navigate to the annual reports section for corporations. The system typically provides two options depending on your needs:

• No changes: the fastest option when all information remains current

• With changes: when updating directors, officers, principal office address, or entity contact information

The system displays pre-populated information from your SCC records. Review the details, make any necessary updates, provide your electronic signature, and submit your report. Note that CIS interface labels and navigation paths are subject to change; if you don't find the section immediately, look under "Online Services" and then "Business Entities."

Paper filing alternative

For businesses that prefer traditional filing methods, use the pre-printed annual report form mailed to your registered agent. Complete the form in black print or type to ensure it is legible and reproducible. Paper reports require an original (wet ink) signature.

Mail the completed form to: State Corporation Commission, Clerk's Office, PO Box 1197, Richmond, VA 23218-1197. Consider using certified mail for tracking purposes, and allow extra time since paper filing takes longer than online submission. The SCC must receive your payment by the due date (postmark dates are not accepted), so mail your payment at least two weeks before the deadline.

Registration fees

Registration fees are separate from the Virginia annual report filing and vary by entity type. All fees must be paid by the applicable due date to maintain good standing.

Stock corporation registration fees are calculated based on authorized shares. According to the SCC's fee schedule, the fee starts at $100 for corporations with up to 5,000 authorized shares. For corporations with more than 5,000 authorized shares, the fee is $100 plus $30 for each additional 5,000-share block (or fraction thereof), up to a maximum of $1,700.

Other entity types have flat annual fees:

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Late fee penalties apply when payments are missed:

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Required information for filing

Gathering the right information before you start can significantly reduce filing time and prevent errors. The Virginia SCC sends a pre-printed form to your Virginia registered agent containing your current information on file, which you must verify and update as needed.

Essential information includes your SCC Entity ID number, CIS login credentials, and complete business name as registered with the state. You'll also need to provide current business details, including your principal office address, the registered agent's name and registered office address (including both the street address and the county or city name), and the full legal names and post office addresses of all directors and principal officers (e.g., president, vice president, secretary, treasurer). Corporations must also report the aggregate number of authorized shares.

The annual report allows you to update your principal office address and director or officer information. However, certain changes require separate filings:

• Entity name changes

• Registered agent modifications

• Authorized share structure amendments

Online filings are electronically signed within the CIS system, while paper reports must bear an original signature.

Consequences of not filing

Missing your Virginia annual report deadline triggers immediate consequences that can seriously impact your business operations. Your entity loses good standing status immediately upon missing the filing deadline, and late fees are applied right away.

Long-term consequences can be more severe. Some banks may freeze accounts upon discovering lapsed status, while some vendors and partners may terminate relationships after status verification. For LLPs that miss their July 1 deadline, the entity loses its liability shield while continuing to exist as a general or limited partnership under Va. Code § 50-73.134, creating a period of personal liability exposure for partners until restoration is obtained.

The SCC may administratively terminate corporations and cancel LLC existence for failure to meet filing obligations. Existing contracts may be compromised upon termination or cancellation, though they are not automatically invalidated. According to SCC guidance on maintaining your business, timely payment of annual fees is essential to avoid these outcomes.

Automate Virginia annual report compliance with Discern

Discern's annual report filing service eliminates the risk of missed deadlines by automatically tracking your Virginia annual report deadlines, pre-populating forms with your current business information, and handling submissions directly with the Virginia SCC. For businesses managing multiple entity types with different due dates (anniversary-month deadlines for corporations and LLCs, September 30 for limited partnerships, October 1 for business trusts, July 1 for LLPs), Discern's automated filing system ensures nothing slips through the cracks.

This service provides verification of completed filings and is particularly valuable for private equity firms, fund management companies, and other organizations managing complex multi-entity portfolios across different states.

Ready to streamline your Virginia annual report compliance? Schedule a demo with Discern today.

FAQs about Virginia annual report

Can someone other than a director or officer file the Virginia annual report on behalf of a corporation?

Yes. As of July 1, 2024, Virginia law allows an officer, director, or other person authorized by the corporation to sign and submit the annual report, per the amended Va. Code § 13.1-604(G). This means corporations may authorize compliance staff or other designated individuals through a corporate resolution to handle annual report filings.

Is it possible to file the Virginia annual report before receiving the pre-printed form from the SCC?

No, you can only file your Virginia annual report once the SCC has furnished the annual report form, which is typically prepared and sent to your registered agent two months before the due date. Per Va. Code § 13.1-775(C), the report may not be filed earlier than three months prior to its due date.

What if I need to update my corporation's name, registered agent, or share structure? Can this be done through the annual report?

No, changes to the corporation's name, registered agent, or authorized share structure cannot be made via the annual report. These updates require separate filings with the SCC, which can be completed online through the Clerk's Information System (CIS).

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