Virginia Foreign Registration / Annual fee
What Virginia charges every year to keep a foreign LLC registered
Once an LLC from another state is registered, Virginia bills it an annual registration fee of $50. It is due on or before the last day of the twelfth month after the month the LLC registered, and by that date every year after. Miss it and a $25 penalty is added; miss it by 3 months and the registration is canceled automatically.
Fee facts
- Fee
- $50
- Due
- On or before the last day of the twelfth month after the month the LLC registered, and by that date every year after
- Late penalty
- $25
- Automatic cancellation
- 3 months after the due date
- Reinstatement
- $100 plus unpaid fees
When the first fee falls due
A foreign LLC pays the annual registration fee on or before the last day of the twelfth month after the month it registered, and by the same date every year after. An LLC that registered in March, for example, owes its first fee by the end of March the next year. The Commission assesses the fee each year and sends the assessment to the LLC.
Whether the fee depends on other taxes
The Commission imposes the fee irrespective of any specific license tax or other tax or fee the LLC owes Virginia for carrying on business or for its franchise, property or receipts.
Moving the due date
The Commission may move the due date of a limited liability company by one to eleven months, at the request of its registered agent of record or to spread due dates through the year.
What a late fee costs
An LLC that does not pay on time owes a penalty added to the fee, and the Commission mails notice of the penalty and of impending cancellation. Paying late therefore costs $75, not $50.
Automatic cancellation
A foreign LLC that has not paid by the last day of the third month after the due date stops being authorized to transact business, and its registration is canceled on that day, whether or not the Commission has mailed its notice. No order or hearing is needed. That makes the date a firm deadline, not a courtesy.
Fees that do not recur
Changing the registered agent or office, an agent's resignation and a change of principal office all carry no fee at the Commission, so the annual fee is the only recurring charge.
Coming back
A canceled foreign LLC can be reinstated within five years of the cancellation, except when the cancellation was ordered for abusing its authority. The cost is $100 plus every annual fee and penalty missed, so one missed year comes to $175.
Paid fees are not refunded
An assessment that has been paid is not refunded. An LLC that wants to leave should therefore cancel before the due date rather than after it: a certificate of cancellation effective by the due date means the fee is not owed.
Five years of fees
Five annual fees come to $250. With the $100 application the Virginia total over five years is $350, before any home-state charge.
The fee for an LLC with a protected series
The Code and the Commission treat protected series separately. Ask us if your LLC has one.
Paying on time every year
Put the date on a calendar the month you register. Pay at the end of the month before the due month if you can, so that a small slip does not carry the $25 penalty.
If the LLC is dissolving
An LLC that is winding up should cancel before the date and avoid the fee; see the cancellation page.
From our side
Once the certificate issues, the fee date is noted for you. Other upkeep is listed in the registration guide.
Annual fee questions
How much is the annual fee?
$50.
When is it due?
By the last day of the twelfth month after the month the LLC registered, and every year after.
Does the fee change with the LLC's size or income?
No. It is the same amount for every foreign LLC.
Who gets the assessment?
The Commission sends it to the LLC.
Can the due date move?
Yes. The Commission may move it by one to eleven months, at the registered agent's request or to spread due dates through the year.
What does a late payment cost?
$25 on top of the fee.
What you pay
Register in Virginia
Virginia
$199
+ $100 Virginia fee
- Form LLC1052, completed from a short questionnaire
- Your certified copy of the articles, ordered so its date is still current
- Registered agent in Virginia, if you want ours
- Your certificate of registration, forwarded when it issues
- Renewal: after the first year, the agent service renews at $149 a year
$100 is Virginia's fee for an LLC. Corporations and other entities pay their own fees, listed on the fees page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- SCC, foreign limited liability company forms and fees
- SCC, foreign business entities FAQ
- SCC, foreign registration checklist
- SCC, charter fee and entrance fee schedule for domestic and foreign corporations
- Code of Virginia 13.1-615.1, charter and entrance fees for corporations
- Instructions to Form SCC759/921, application for certificate of authority
- SCC, foreign limited partnership forms and fees
- State Corporation Commission, Office of the Clerk
- Code of Virginia 13.1-1051 to 13.1-1059, foreign limited liability companies
- Code of Virginia 13.1-1062, annual registration fees of limited liability companies
- Code of Virginia 13.1-1064, penalty for failure to pay annual registration fees
Working in Virginia?
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