Virginia Foreign Registration / Cancelling

Cancelling a foreign LLC's Virginia registration

To end its Virginia registration a foreign LLC files Form LLC1056 with the Commission for $25 and includes a statement that the LLC has filed returns and paid all state taxes to the time of the certificate, or that no returns or taxes are required. Without that statement the Commission will not issue the certificate of cancellation. We prepare the filing for $199.

The cancellation at a glance

Form: Form LLC1056
Title: Application for Certificate of Cancellation
Fee: $25
Needs: A statement about returns and state taxes
After a lapse: Form LLC1056.3P, $100 plus unpaid fees
Corporation: Form SCC767/929, $10

Contents of the cancellation

The application gives the LLC's name, home jurisdiction and Commission identification number; any merger or conversion; that the LLC is not transacting business in Virginia and surrenders its registration; that it revokes its registered agent's authority to accept service and appoints the clerk of the Commission as its agent for claims from the time it was authorized; a mailing address for that process; and a promise to report future changes of that address.

The tax statement

The Commission does not issue a certificate of cancellation unless the LLC files a statement that the LLC has filed returns and paid all state taxes to the time of the certificate, or that no returns or taxes are required. An LLC may file its returns and pay its taxes early to be able to make the statement.

What survives the cancellation

Service of process on the clerk of the Commission counts as service on the LLC, and the cancellation does not take away or impair any remedy against the LLC for a right or claim that existed, or a liability incurred, before it.

Cancelling before the annual date

A certificate of cancellation that is effective on or before the annual fee's due date means that year's fee is not owed, and unpaid assessments for it are canceled. Cancelling after the date does not refund a fee already paid.

Cancelling compared with being canceled

A voluntary cancellation is the LLC's own decision. The Commission can also cancel on its own: automatically for an unpaid annual fee, or by order on grounds such as continuing to exceed or abuse its authority; failing to keep a registered office or agent; failing to file a document the chapter requires; no longer existing under home law; and a conviction under 8 U.S.C. 1324a(f) for a pattern of employing unauthorized aliens.

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. Reinstatement takes an application for reinstatement (a letter will do) with the Commission identification number; the reinstatement fee; every annual fee and penalty that would have accrued; certified copies of any amendments, corrections or mergers since cancellation, with the fees for filing them; a designated name if the name no longer complies; and a statement of change if the agent resigned and was not replaced.

Corporations

A foreign corporation withdraws on Form SCC767/929 for $10.

What leaving costs, by entity

Entity	Filing	State fee
Limited liability company	Form LLC1056	$25
Foreign corporation	Form SCC767/929	$10
Foreign limited partnership	Form LPA73.58	$25

Merger or conversion before cancelling

If the LLC was a party to a merger or converted to another entity type, the application says so. A surviving registered LLC delivers an authenticated copy of the merger instrument within 30 days.

The timing against the annual date

Because a certificate of cancellation effective by the annual fee's due date removes that year's fee, the best moment to file is before the date. The Commission will not refund a fee after it has been paid.

Cancelling with our help

Let us know that the company has finished in Virginia and that its state taxes are settled. The filing is ours to prepare and submit, for $199, and the Commission's fee is billed apart.

Cancelling through us

Say the company is leaving
Your answers become the filing.
Confirm the tax position
Returns filed and taxes paid, or none due.
Sign
An authorized person signs.
We file
The state fee is $25.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Cancellation questions

What does cancelling cost?

$25.

Does Virginia ask about taxes?

Yes. The LLC must state that its returns are filed and its taxes paid, or that none are due.

Can the state still serve the company?

Yes, through the clerk of the Commission, for earlier claims.

Does cancelling end the annual fee?

Yes, once the cancellation is effective. A certificate effective by the due date removes that year's fee.

Must the registered agent be told?

Yes, tell the agent. The cancellation revokes the agent's authority to accept service.

Can a canceled LLC come back?

Within 5 years, for $100 plus what it missed.

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

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