Quick Summary
- Every Virginia business entity — whether an LLC, corporation, or limited partnership — has annual filing obligations with the Virginia State Corporation Commission (SCC) that must be met to remain in good standing. The specific requirements and fees vary by entity type.
- Business owners across Virginia routinely receive official-looking mailers, emails, and text messages from private companies offering to handle these filings for inflated fees — sometimes charging several times what the SCC itself charges. These solicitations are not affiliated with or endorsed by the SCC.
- If your attorney or registered agent already manages your annual compliance, these solicitations require no action on your part. Understanding what the SCC actually requires — and what it costs — is the best defense against paying for services you do not need.
What Are Virginia’s Annual Corporate Filing Requirements?
Every business entity registered with the Virginia State Corporation Commission is subject to ongoing annual obligations designed to keep the Commonwealth’s records current and to confirm that the entity remains active. The nature of these obligations varies depending on the type of entity.
Corporations (Stock and Nonstock)
Virginia corporations have two distinct annual obligations:
Annual Report. All domestic and foreign corporations must file an annual report with the SCC each year following the year of incorporation or registration. The purpose of this report is to verify or update the corporation’s directors, officers, and principal office address. There is no fee for filing the annual report itself, and it can be completed online through the SCC’s Clerk’s Information System.
Annual Registration Fee. In addition to the annual report, all corporations must pay an annual registration fee. For nonstock corporations, this fee is a flat $25. For stock corporations, the fee is based on the number of shares the corporation is authorized to issue, starting at $100 for corporations with up to 5,000 authorized shares and increasing incrementally up to a maximum of $1,700.
Both the annual report and the registration fee are due by the last day of the month in which the corporation was originally incorporated or registered to do business in Virginia. The SCC mails a pre-printed annual report form and a notice of the fee assessment to the corporation’s registered agent approximately two months before the due date.
Limited Liability Companies (LLCs)
Virginia LLCs are not required to file an annual report. Instead, LLCs must pay a $50 annual registration fee to the SCC each year after the year of formation. This fee is due by the last day of the month in which the LLC was originally formed. A $25 late penalty is imposed immediately if payment is not received by the due date.
Limited Partnerships and Business Trusts
Virginia limited partnerships and business trusts must pay a $50 annual registration fee, assessed on July 1 and due annually on or before September 30. A $25 penalty applies for late payment.
Limited Liability Partnerships (LLPs) and Limited Liability Limited Partnerships (LLLPs)
LLPs and LLLPs must file an annual continuation report by July 1 of each year, accompanied by a $50 filing fee. Failure to file by November 1 results in automatic cancellation of the partnership’s registration.
What Happens If You Miss Your Filing Deadline?
The consequences of missing an annual filing or fee deadline in Virginia are serious and can escalate quickly.
Corporations that fail to file their annual report or pay their registration fee by the last day of the fourth month after the due date will have their corporate existence automatically terminated by operation of law. For foreign corporations, the authority to transact business in Virginia is automatically revoked on the same timeline.
LLCs that fail to pay their annual registration fee will have their existence automatically canceled if payment is not received by the last day of the third month following the due date.
Once terminated or canceled, an entity loses its legal authority to conduct business. Contracts entered into during the period of termination may be legally compromised, and officers or directors who continue to operate on behalf of a terminated corporation may face personal liability for obligations incurred during that period. Reinstatement requires filing all overdue reports, paying all outstanding fees and penalties, and submitting a reinstatement application to the SCC.
These consequences underscore why timely compliance is not merely administrative — it is a matter of preserving the legal protections that the entity structure provides.
Beware of Misleading Solicitations
This is a subject that warrants particular attention from Virginia business owners.
Shortly after a business entity is formed — and again each year around the time annual filings are due — many business owners receive what appear to be official government notices in the mail. These mailers often feature formal-looking letterhead, document numbers, notice dates, urgent deadlines, and language closely mirroring actual SCC correspondence. Some arrive by email or text message, often including links or QR codes directing the recipient to a third-party website.
These solicitations are not from the Virginia State Corporation Commission. They are from private companies offering to handle annual filings or provide compliance-related services for fees that are substantially marked up from what the SCC charges.
The Virginia SCC has issued explicit warnings about these solicitations on its website, advising business owners that these companies “are not affiliated with, endorsed or used by the SCC” and that “these companies often charge an additional fee for their services, which may cost you more than if you filed directly with the SCC.”
The Virginia Attorney General’s office has even taken legal action against some of these companies. In one notable case, the Attorney General filed suit against a company that was sending deceptive mailers offering to provide a Virginia Certificate of Good Standing for $67.25 — a document that can be obtained directly from the SCC for $6.
How to Identify a Misleading Solicitation
While the specific companies and formats change over time, misleading solicitations share several common characteristics:
Official-looking formatting. The mailer is designed to resemble a government document, often including elements like “Notice Date,” “Document Number,” “Filing Deadline,” or references to state code sections. The paper stock, layout, and typography are chosen to evoke the appearance of official correspondence.
Urgency language. The solicitation will typically emphasize deadlines, penalties, or the risk of losing your business status if you fail to act immediately. While the underlying filing obligations may be real, the urgency is manufactured to pressure you into using their service rather than filing directly.
Inflated fees. The company will charge a service fee on top of the actual state fee. In some reported cases, businesses have been charged $125 to $175 or more for services that cost $50 or less when completed directly with the SCC.
Fine print disclaimers. By law, these solicitations must include a disclaimer stating that the company is not a government agency and that you are not obligated to use their service. However, these disclaimers are typically printed in small type at the bottom of the document and are easy to overlook.
Requests for sensitive information. Some solicitations request the names of shareholders, officers, directors, and other corporate details — information that should only be submitted through official SCC channels.
What to Do If You Receive One
If you receive a solicitation that looks like it may be from the SCC or another government agency, take the following steps:
Check the sender. Official SCC correspondence will come from the State Corporation Commission at its Richmond address and will be directed to your registered agent at your registered office. If the sender is a private company with a name like “Virginia Council for Corporations,” “Corporate Records Service,” “Annual Compliance Division,” or any similar variation, it is not from the SCC.
Check the fees. Compare the amount requested against the actual SCC fee schedule. If you are an LLC being asked to pay significantly more than $50, or a nonstock corporation being asked to pay significantly more than $25, the difference is a service markup.
Consult your attorney or registered agent. If your attorney or registered agent is already managing your annual compliance — as is the case for clients of Pittman & Associates — these solicitations require no action whatsoever. Your filings are already being handled.
Do not respond. If you have not engaged the company and do not wish to use their services, simply discard the solicitation. If you have already submitted payment in response to a solicitation you believe was misleading, contact the Virginia Attorney General’s Consumer Protection Section or the SCC directly.
What Virginia Business Owners Should Know About Their Annual Compliance
The annual filing process in Virginia is straightforward and inexpensive when handled properly. Here is a practical summary of what each entity type must do and what it actually costs:
LLCs: Pay a $50 annual registration fee by the last day of your formation anniversary month. No annual report is required.
Stock Corporations: File an annual report (no fee) and pay an annual registration fee (starting at $100, based on authorized shares) by the last day of your incorporation anniversary month.
Nonstock Corporations: File an annual report (no fee) and pay a $25 annual registration fee by the last day of your incorporation anniversary month.
Limited Partnerships and Business Trusts: Pay a $50 annual registration fee by September 30 each year.
LLPs and LLLPs: File an annual continuation report with a $50 fee by July 1 each year.
All filings can be completed online through the SCC’s Clerk’s Information System at cis.scc.virginia.gov. There is no charge for using the SCC’s online filing system.
The Value of Working with an Attorney for Corporate Compliance
While the annual filing process itself may be simple, the broader obligation of maintaining a business entity in good standing involves more than submitting a form once a year. Business owners must ensure that their registered agent information is current, that any changes to directors, officers, or authorized shares are filed separately and timely, and that the entity’s legal structure continues to reflect the reality of its operations.
This is particularly important for business owners who hold real estate through an LLC or trust, operate multiple entities, or have recently undergone changes in ownership or management. A missed filing or an outdated registered agent can set off a chain of consequences that extends well beyond a late fee — including the loss of the entity’s legal existence and the personal liability exposure that follows.
An experienced business attorney does more than file paperwork. They monitor deadlines, ensure that filings are accurate and complete, and serve as a knowledgeable point of contact when questions arise — including when a questionable solicitation arrives in the mail.
Frequently Asked Questions
Does my Virginia LLC need to file an annual report?
No. Virginia LLCs are not required to file an annual report. The only annual obligation for a Virginia LLC is the payment of a $50 registration fee to the SCC, due by the last day of the month in which the LLC was formed.
How much does it cost to file an annual report in Virginia?
There is no fee for filing the annual report itself. However, corporations must also pay a separate annual registration fee — $25 for nonstock corporations and a minimum of $100 for stock corporations, based on the number of authorized shares.
When is my annual filing due?
Virginia uses an anniversary-based deadline system. Your annual report and registration fee are due by the last day of the month in which your entity was originally formed or registered. The SCC typically sends notice to your registered agent approximately two months before the due date.
I received an official-looking notice about my annual filing. Is it from the SCC?
It may not be. The SCC has warned that private companies routinely send solicitations that are designed to look like official government notices. Check the sender carefully, compare the fees requested against the actual SCC fee schedule, and consult your attorney or registered agent before responding.
What happens if my corporation is terminated for failure to file?
If a corporation’s existence is terminated, it loses its legal authority to conduct business in Virginia. Reinstatement requires filing all overdue reports, paying all outstanding fees and penalties, and submitting a reinstatement application. Officers and directors who continue operating on behalf of a terminated corporation may be exposed to personal liability.
My attorney already handles my annual filings. Do I need to respond to these mailers?
No. If your attorney or registered agent is managing your annual compliance with the SCC, these third-party solicitations require no action. The services they offer are already being provided as part of your existing legal representation.
Can I file my annual report and pay my registration fee online?
Yes. The SCC’s Clerk’s Information System at cis.scc.virginia.gov allows you to file annual reports and pay registration fees online at no additional charge. The system is free to use.
Where can I report a misleading solicitation?
You can report misleading solicitations to the Virginia Attorney General’s Consumer Protection Section or contact the SCC’s Clerk’s Office directly at (804) 371-9733 or toll-free at 1-866-722-2551.
How Pittman & Associates Can Help
At Pittman & Associates, we manage annual corporate compliance as part of our ongoing business law services for clients throughout Virginia Beach and Eastern Virginia. When you work with our firm, your annual filings are handled — meaning you never need to worry about missed deadlines, penalty fees, or misleading solicitations from third-party companies seeking to charge you for services you have already paid for.
If you have questions about your business entity’s compliance status, have received a solicitation you are unsure about, or need assistance forming or maintaining an LLC, corporation, or other business entity, contact our office to schedule a consultation.