Congratulations on starting a business in Virginia! First you had to choose your business structure and file your documents to form a legal entity. Then came the business plan. Now that the business is up and running, the paperwork is complete, right? Not quite. You still need to file a Virginia annual report if you’re a domestic or foreign corporation. No other type of business entity has to file an annual report in Virginia. However, LLCs and corporations are required to pay an annual registration fee.
This guide can also help you understand the process of filing your annual report. For more information, you can also visit the State Corporation Commission’s FAQ page. Here are the top-line to-dos and info for filing a Virginia annual report.
The purpose of filing an annual report in Virginia is to demonstrate that the business is in compliance with the jurisdiction’s governing rules. Your corporation’s certificate of good standing shows that you’re following the rules to do business in the state.
The Virginia Clerk’s Information System is an online portal that allows corporations in the state to submit their annual report online. It’s also where all business entities, including LLCs, can pay their annual registration fees.
While the Virginia State Corporation Commission’s office typically sends a reminder in advance of the annual report’s deadline, don’t rely on it. The reminder is simply a courtesy, and it’s up to you to file by the due date.
LLCs do not need to file annual reports in the state of Virginia.
Your corporation’s annual report will require you to verify or update the following:
The online forms on the Clerk’s Information System will ask you if you are filing your corporation’s annual report with or without changes. When filing the annual report, you must update any changes to the corporation’s principal office address and the names, titles, and addresses of its directors and principal offices.
To make other changes, such as to your corporation’s registered agent or registered office, you’ll need to file a statement of change. You can request most statements of change forms on the State Corporation Commission’s request form.
Domestic and foreign corporations can file their annual report online by going to the Clerk’s Information System. This new online tool allows businesses to easily file forms and make payments. It was created in December 2019, replacing the old system for the state. Even if you have an existing account with the State Corporation Commission (SCC) and SCCeFile, you’ll need to register for a new Clerk’s Information System account in order to access your corporation’s records. If you don’t know how to create an account, there’s a helpful video that explains the process.
You can file annual reports online through the Clerk’s Information System, or you can choose to file by mail. Request a paper copy of the annual report form through the Online Forms Request page or call the clerk’s office at (804) 371-9733. To ensure your annual report is filed by the due date, allow plenty of time for delivery of the forms by mail. If you prefer, you can have the form mailed to your registered agent. Submit your paper form to:
Virginia State Corporation Commission
P.O. Box 1197
Richmond, VA 23218
Need some more help? You can submit questions about filing your Virginia annual report to firstname.lastname@example.org.
Annual reports are due on or before the last day of the anniversary month of the business’s incorporation. If the last day of the month is a holiday or weekend, be sure to submit the form on or before the last business day of that month.
You can file the annual report anytime after the form is prepared. In Virginia, this is done on the first day of the second month preceding the anniversary month. If, for example, you incorporated the business on Sept. 10, 2020, the annual report form will be prepared on July 1, 2021.
There is no fee for corporations to file an annual report, but all business entities must pay their annual registration fee by the designated due date. This fee is paid online. There is no processing fee for online payments.
The cost for the annual registration fee is based on the entity:
Payments can be made by personal check, business check, or most major credit cards.
Even if there are no changes to the previous year’s annual report, domestic and foreign corporations will need to file one each year.
Don’t worry if you make a mistake after filing your annual report. You can amend the report by filing an additional annual report through the Clerk’s Information System.
Typically, Virginia processes annual reports as soon as they are filed online. Annual reports filed online after business hours will be deemed as received when the Commission opens the next business day.
If you filed your own annual report, consider printing out the completed version for your records. Your payment receipt may also serve as proof that you filed.
Failing to file an annual report by the deadline will result in the state revoking the corporation’s status of good standing. If you miss the anniversary deadline, don’t panic. Simply file the corporation’s annual report as soon as possible.
If you don’t file by the last day of the fourth month after the one-year due date, Virginia will automatically terminate or revoke the corporation’s existence or certificate of authority to do business in the state. Your business will lose the legal rights and protections that come with that entity designation. To recover those protections, you’ll be required to fill out a reinstatement packet and pay a fee.
If you fail to pay the annual registration fee by its due date, you’ll face these penalties:
The onus is on you to make sure you meet the deadline.
Prevention is the best medicine when it comes to avoiding issues filing your annual report. Start by reviewing the Virginia State Corporation Commission’s online how-to guide. The Clerk’s Information System also has a FAQ page. If you can’t avoid or fix your issue, contact the Clerk of the Commission.
Filing an annual report in Virginia is free. Only domestic and foreign corporations need to file an annual report in the state.
Corporations must continue to file annual reports until: 1) a certificate of termination of corporate existence has been recorded in the Virginia Clerk’s Office of the Commission; or 2) the corporation has otherwise ceased to exist due to a merger or automatic termination.
If you have all the information on hand (as listed above), it will likely take you less than 20 minutes to fill out your annual report.
No. The online form includes fields to sign electronically. The Virginia Clerk’s Information System’s annual report form includes a clickable button to indicate that an electronic signature was added successfully.
Anyone listed in the annual report as a current director or office must sign the annual report. Annual reports cannot be signed by former directors or officers of the corporation.
The annual report must be filed by either the registered agent on file or an officer of the corporation. The officer must be listed in the annual report’s section for officers.
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