Annual report requirements in Virginia (VSCA)
Virginia corporations file an Annual Report and pay an Annual Registration Fee with the State Corporation Commission (SCC) under Va. Code § 13.1-775 by the last day of the anniversary month. The Annual Report is free; the Annual Registration Fee is $100 for most corporations, plus a graduated registration tax based on authorized shares.
| Va. Code § 13.1-775 | Annual report required |
|---|---|
| Filing authority | Virginia State Corporation Commission (SCC), not the Secretary of the Commonwealth |
| Form | Annual Report (online via SCC eFile) |
| Deadline | Last day of the anniversary month |
| Filing fee | Annual Report free + Annual Registration Fee ($100 + share-based tax up to $850) |
| Late consequences | Automatic termination of corporate existence under § 13.1-752 |
| Reinstatement | Va. Code § 13.1-754 within 5 years |
- Filed with the Virginia State Corporation Commission (SCC), which has its own constitutional authority
- Annual Report is free; Annual Registration Fee is $100 minimum, scaling based on authorized shares
- Due last day of the corporation's anniversary month
- Confirms registered agent, principal office, directors, and officers
- Failure to file triggers automatic termination of corporate existence under § 13.1-752
What Va. Code § 13.1-775 requires
Section 13.1-775 of the Virginia Stock Corporation Act requires every Virginia corporation to file an annual report with the State Corporation Commission (SCC). The report confirms registered agent, principal office, directors, and officers. Virginia separates the annual report (free) from the Annual Registration Fee, which is paid alongside the report and is based on the corporation's authorized share count.
The Annual Registration Fee
Virginia's Annual Registration Fee starts at $100 for corporations with 5,000 or fewer authorized shares, then escalates: $300 for up to 25,000 shares, $500 for up to 100,000 shares, and so on up to a $850 maximum for corporations with over 5 million authorized shares. This fee is the actual ongoing cost in Virginia, not the annual report itself. Corporations should authorize shares carefully at incorporation: authorizing far more shares than needed (a common founder mistake) directly increases ongoing Virginia costs.
Automatic termination for non-payment
Virginia is one of few US states where failure to pay the Annual Registration Fee triggers automatic termination of corporate existence under Va. Code § 13.1-752, without notice. This is procedurally distinct from most states' administrative dissolution, which requires Registrar action. Automatic termination is severe: the corporation loses its legal existence on the day the fee becomes delinquent. Reinstatement under § 13.1-754 is available within five years and requires filing all delinquent reports, paying all delinquent fees, and a reinstatement application.
What's distinctive about Virginia
The SCC is Virginia's constitutional regulator of corporations (with its own constitutional authority under Article IX of the Virginia Constitution), which gives Virginia's corporate regime a different institutional structure than the typical Secretary-of-State model. The share-based Annual Registration Fee creates an incentive to authorize shares conservatively. Automatic termination on non-payment is unusual and makes Virginia's calendar discipline particularly important: a single missed payment can extinguish the corporation. For counsel managing Virginia corporations, the share count at incorporation is a long-term cost decision, not just a one-time formation choice.
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