Virginia corporations and foreign entities must file annual reports with the Virginia State Corporation Commission (SCC), and the process typically takes 15 minutes online with no separate filing fee for the report itself.
Virginia LLCs don't file annual reports. Instead, they pay a $50 annual registration fee to maintain active status. Here’s what else you need to know.
Both Virginia corporations and entities that completed Virginia foreign registration must file annual reports and pay annual registration fees. This requirement applies to all corporations regardless of size or revenue. An officer or director listed in the SCC's records must sign the report, ensuring proper authorization for all submissions.
However, Virginia LLCs follow different rules entirely. They only need to pay the $50 annual registration fee without submitting a formal report document. Limited Liability Partnerships (LLPs) and Limited Liability Partnerships (LLPs) file an Annual Continuation Report instead of the standard annual report.
Virginia strictly enforces annual reporting deadlines with clear consequences for non-compliance. Your report is due during your anniversary month (the month your business was formed or registered in Virginia). The state provides some flexibility by allowing you to file up to 60 days before your deadline.
Missing your deadline triggers immediate loss of good standing status with no grace period provided. If you remain non-compliant for 90 days or more, you risk administrative dissolution. When administrative dissolution occurs, your legal authority to conduct business is terminated, contracts become legally problematic, and financing options disappear. Officers and members may also face personal liability for business debts incurred after dissolution.
The Virginia SCC offers two convenient filing methods, with online submission being the fastest and most reliable option.
Visit the Virginia SCC's Clerk's Information System (CIS) and navigate to "Online Services" → "Business Entities" → "Virginia Annual Report." The system provides two filing options depending on your needs:
The system displays pre-populated information from your SCC records. Simply review the details, make any necessary updates, electronically sign, and submit your report.
For businesses that prefer traditional filing methods, download the official form from the SCC website and mail it to the Clerk's Office.
Consider using certified mail for tracking purposes, and allow extra time since paper filing takes longer than online submission.
Registration fees are separate from the Virginia annual report filing and vary by entity type. All fees must be paid by the last day of your anniversary month to maintain good standing.
Corporation registration fees are calculated based on authorized shares:
Other entity types have flat annual fees. LLCs pay $50, while LLPs and LLLPs pay $100. Late fee penalties apply when payments are missed, with corporations facing 10% of their registration fee (minimum $10) and LLCs incurring a $25 late fee.
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 agent's name and address, and the full legal names and business addresses of the directors and officers.
The annual report allows you to update your principal office address and director or officer information. However, certain changes require separate filings:
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. Your business name also becomes available for others to register.
Long-term consequences can be even more severe. Banks may freeze accounts upon discovering lapsed status, while vendors and partners may terminate relationships after status verification. The SCC may administratively dissolve corporations and LLCs that fail to meet their filing obligations, following a notice period that varies by entity type. Existing contracts may be compromised upon administrative dissolution, though they are not automatically invalidated.
Can someone other than a director or officer file the Virginia annual report on behalf of a corporation?
No, only an officer or director listed in the State Corporation Commission’s (SCC) records may sign and submit the annual report for a corporation. This ensures that the information provided is authorized and accurate.
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. Early filing is not permitted until you have received this form.
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 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).
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. This service provides verification of completed filings and is particularly valuable for businesses managing multiple entities across different states, as Virginia's requirements differ significantly from those of other jurisdictions.
Ready to streamline your Virginia annual report compliance? Schedule a demo with Discern today to see how our automated filing service can eliminate missed deadlines and simplify multi-state compliance management for all your business entities.
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