{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1062.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1062.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1062.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1062.html"}],"law_id":58165,"edition_id":1,"section_id":58165,"structure_id":14240,"section_number":"13.1-1062","catch_line":"Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies","history":"1991, c. 168; 1995, c. 621; 2001, c. 545; 2002, c. 1; 2006, c. 748; 2010, c. 703; 2013, c. 17; 2019, c. 636; 2021, Sp. Sess. I, c. 487; 2022, c. 290.","full_text":"A\n\nEvery domestic limited liability company, every protected series, every foreign limited liability company registered to transact business in the Commonwealth, and every foreign protected series registered to transact business in the Commonwealth shall pay into the state treasury on or before the last day of the twelfth month next succeeding the month in which it was organized, established, or registered to transact business in the Commonwealth, and by such date in each year thereafter, an annual registration fee of $50, provided that (i) for a domestic limited liability company that became a domestic limited liability company by conversion from a domestic stock corporation or nonstock corporation, or by domestication from a foreign limited liability company that was registered to transact business in the Commonwealth at the time of the domestication, the annual registration fee shall be paid each year on or before the date on which its annual registration fee was due prior to the conversion or domestication and (ii) for a domestic limited liability company that became a domestic limited liability company by conversion from a domestic limited partnership or business trust, the annual registration fee shall be paid each year on or before the last day of the twelfth month next succeeding the month in which it was originally incorporated, organized, or formed as an entity, except the initial annual registration fee to be paid by the domestic limited liability company shall be due in the year after the calendar year in which the conversion became effective when the annual registration fee of the domestic limited partnership or business trust was paid for the calendar year in which it was converted, or when the month in which the conversion was effective precedes the month in which the domestic limited partnership or business trust was originally incorporated, organized, or formed as an entity by two months or less.\n\t\t\tThe annual registration fee shall be imposed irrespective of any specific license tax or other tax or fee imposed by law upon the domestic or foreign limited liability company or any protected series thereof for the privilege of carrying on its business in the Commonwealth or upon its franchise, property, or receipts.B\n\nEach year, the Commission shall ascertain from its records each domestic limited liability company, each protected series, each foreign limited liability company registered to transact business in the Commonwealth, and each foreign protected series registered to transact business in the Commonwealth, as of the first day of the second month next preceding the month in which it was organized, established, or registered to transact business in the Commonwealth, and, except as provided in subsection A, shall assess against each such limited liability company and each such protected series the annual registration fee herein imposed. Notwithstanding the foregoing, (i) for a domestic limited liability company that became a domestic limited liability company by conversion from a domestic stock corporation or nonstock corporation, or by domestication from a foreign limited liability company that was registered to transact business in the Commonwealth at the time of the domestication, the assessment shall be made as of the first day of the second month next preceding the month in which its annual registration fee was due prior to the conversion or domestication and (ii) for a domestic limited liability company that became a domestic limited liability company by conversion from a domestic limited partnership or business trust, except as provided in subsection A, the assessment shall be made as of the first day of the second month next preceding the month in which the domestic limited liability company was originally incorporated, organized, or formed as an entity.C\n\nAt the discretion of the Commission, the annual registration fee due date for a limited liability company may be extended, on a monthly basis for a period of not less than one month nor more than 11 months, at the request of its registered agent of record or as may be necessary to distribute annual registration fee due dates of limited liability companies as equally as practicable throughout the year on a monthly basis.D\n\nA statement of the assessment, when made, shall be forwarded by the clerk of the Commission to the Comptroller and to each domestic and foreign limited liability company and each protected series thereof.E\n\nA domestic or foreign limited liability company shall not be required to pay the annual registration fee assessed against it pursuant to subsection B in any year if (i) the Commission issues or files any of the following types of certificate or instrument and (ii) the certificate or instrument is effective on or before the annual registration fee due date:1\n\nA certificate of cancellation of existence or a certificate of organization surrender for a domestic limited liability company;2\n\nA certificate of cancellation for a foreign limited liability company;3\n\nA certificate of merger or an authenticated copy of an instrument of merger for a domestic or foreign limited liability company that has merged into a surviving domestic limited liability company or other business entity or into a surviving foreign limited liability company or other business entity; or4\n\nAn authenticated copy of an instrument of entity conversion for a foreign limited liability company that has converted to a different entity type.\n\t\t\t\tThe Commission shall cancel the annual registration fee assessments specified in this subsection that remain unpaid.F\n\nAnnual registration assessments that have been paid shall not be refunded.G\n\nThe fees paid into the state treasury under this section and the fees collected under § 13.1-1005 shall be set aside and paid into the special fund created under § 13.1-775.1, and shall be used only by the Commission as it deems necessary to defray the costs of the Commission and of the office of the clerk of the Commission in supervising, implementing, administering and enforcing the provisions of this chapter. The projected excess of fees collected over the costs of administration and enforcement so incurred shall be paid into the general fund prior to the close of each fiscal year, based on the unexpended balance of the special fund at the end of the prior fiscal year. An adjustment of this transfer amount to reflect actual fees collected shall occur during the first quarter of the succeeding fiscal year. For the purpose of determining the projected excess of fees and the actual fees collected under this section, the Commission, for any prepaid annual registration fee paid in accordance with subsection H, shall include only the portion of the prepaid annual registration fee attributable to the year to which the fee pertains.H\n\nNotwithstanding the provisions of this section, the Commission is authorized to establish a process for online prepayment of the annual registration fees required by this section whereby a domestic or foreign limited liability company may prepay its annual registration fees for two or three years.","order_by":null,"text":{"0":{"id":213130,"text":"Every domestic limited liability company, every protected series, every foreign limited liability company registered to transact business in the Commonwealth, and every foreign protected series registered to transact business in the Commonwealth shall pay into the state treasury on or before the last day of the twelfth month next succeeding the month in which it was organized, established, or registered to transact business in the Commonwealth, and by such date in each year thereafter, an annual registration fee of $50, provided that (i) for a domestic limited liability company that became a domestic limited liability company by conversion from a domestic stock corporation or nonstock corporation, or by domestication from a foreign limited liability company that was registered to transact business in the Commonwealth at the time of the domestication, the annual registration fee shall be paid each year on or before the date on which its annual registration fee was due prior to the conversion or domestication and (ii) for a domestic limited liability company that became a domestic limited liability company by conversion from a domestic limited partnership or business trust, the annual registration fee shall be paid each year on or before the last day of the twelfth month next succeeding the month in which it was originally incorporated, organized, or formed as an entity, except the initial annual registration fee to be paid by the domestic limited liability company shall be due in the year after the calendar year in which the conversion became effective when the annual registration fee of the domestic limited partnership or business trust was paid for the calendar year in which it was converted, or when the month in which the conversion was effective precedes the month in which the domestic limited partnership or business trust was originally incorporated, organized, or formed as an entity by two months or less.\n\t\t\tThe annual registration fee shall be imposed irrespective of any specific license tax or other tax or fee imposed by law upon the domestic or foreign limited liability company or any protected series thereof for the privilege of carrying on its business in the Commonwealth or upon its franchise, property, or receipts.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":213131,"text":"Each year, the Commission shall ascertain from its records each domestic limited liability company, each protected series, each foreign limited liability company registered to transact business in the Commonwealth, and each foreign protected series registered to transact business in the Commonwealth, as of the first day of the second month next preceding the month in which it was organized, established, or registered to transact business in the Commonwealth, and, except as provided in subsection A, shall assess against each such limited liability company and each such protected series the annual registration fee herein imposed. Notwithstanding the foregoing, (i) for a domestic limited liability company that became a domestic limited liability company by conversion from a domestic stock corporation or nonstock corporation, or by domestication from a foreign limited liability company that was registered to transact business in the Commonwealth at the time of the domestication, the assessment shall be made as of the first day of the second month next preceding the month in which its annual registration fee was due prior to the conversion or domestication and (ii) for a domestic limited liability company that became a domestic limited liability company by conversion from a domestic limited partnership or business trust, except as provided in subsection A, the assessment shall be made as of the first day of the second month next preceding the month in which the domestic limited liability company was originally incorporated, organized, or formed as an entity.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":213132,"text":"At the discretion of the Commission, the annual registration fee due date for a limited liability company may be extended, on a monthly basis for a period of not less than one month nor more than 11 months, at the request of its registered agent of record or as may be necessary to distribute annual registration fee due dates of limited liability companies as equally as practicable throughout the year on a monthly basis.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":213133,"text":"A statement of the assessment, when made, shall be forwarded by the clerk of the Commission to the Comptroller and to each domestic and foreign limited liability company and each protected series thereof.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":213134,"text":"A domestic or foreign limited liability company shall not be required to pay the annual registration fee assessed against it pursuant to subsection B in any year if (i) the Commission issues or files any of the following types of certificate or instrument and (ii) the certificate or instrument is effective on or before the annual registration fee due date:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"5":{"id":213135,"text":"A certificate of cancellation of existence or a certificate of organization surrender for a domestic limited liability company;","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"6":{"id":213136,"text":"A certificate of cancellation for a foreign limited liability company;","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"E3"},"7":{"id":213137,"text":"A certificate of merger or an authenticated copy of an instrument of merger for a domestic or foreign limited liability company that has merged into a surviving domestic limited liability company or other business entity or into a surviving foreign limited liability company or other business entity; or","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2","next_prefix":"E4"},"8":{"id":213138,"text":"An authenticated copy of an instrument of entity conversion for a foreign limited liability company that has converted to a different entity type.\n\t\t\t\tThe Commission shall cancel the annual registration fee assessments specified in this subsection that remain unpaid.","type":"section","prefixes":["E","4"],"prefix":"4","entire_prefix":"E4","prefix_anchor":"E4","level":2,"prior_prefix":"E3","next_prefix":"F"},"9":{"id":213139,"text":"Annual registration assessments that have been paid shall not be refunded.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E4","next_prefix":"G"},"10":{"id":213140,"text":"The fees paid into the state treasury under this section and the fees collected under § 13.1-1005 shall be set aside and paid into the special fund created under § 13.1-775.1, and shall be used only by the Commission as it deems necessary to defray the costs of the Commission and of the office of the clerk of the Commission in supervising, implementing, administering and enforcing the provisions of this chapter. The projected excess of fees collected over the costs of administration and enforcement so incurred shall be paid into the general fund prior to the close of each fiscal year, based on the unexpended balance of the special fund at the end of the prior fiscal year. An adjustment of this transfer amount to reflect actual fees collected shall occur during the first quarter of the succeeding fiscal year. For the purpose of determining the projected excess of fees and the actual fees collected under this section, the Commission, for any prepaid annual registration fee paid in accordance with subsection H, shall include only the portion of the prepaid annual registration fee attributable to the year to which the fee pertains.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"11":{"id":213141,"text":"Notwithstanding the provisions of this section, the Commission is authorized to establish a process for online prepayment of the annual registration fees required by this section whereby a domestic or foreign limited liability company may prepay its annual registration fees for two or three years.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"ancestry":[{"id":14240,"edition_id":1,"name":"Annual Registration Fees","identifier":"11","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:47:25","date_modified":"2026-06-26 03:47:25","permalink":{"id":148453,"object_type":"structure","relational_id":14240,"identifier":"11","token":"13.1\/12\/11","url":"\/13.1\/12\/11\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":55470,"structure_id":14240,"section_number":"13.1-1061","catch_line":"Annual registration fees to be assessed and collected by Commission; application of payment","url":"\/13.1-1061\/","token":"13.1\/12\/11\/13.1-1061","metadata":false},{"id":58165,"structure_id":14240,"section_number":"13.1-1062","catch_line":"Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies","url":"\/13.1-1062\/","token":"13.1\/12\/11\/13.1-1062","metadata":false},{"id":77869,"structure_id":14240,"section_number":"13.1-1063","catch_line":"Repealed","url":"\/13.1-1063\/","token":"13.1\/12\/11\/13.1-1063","metadata":false},{"id":78931,"structure_id":14240,"section_number":"13.1-1064","catch_line":"Penalty for failure to timely pay annual registration fees","url":"\/13.1-1064\/","token":"13.1\/12\/11\/13.1-1064","metadata":false},{"id":86686,"structure_id":14240,"section_number":"13.1-1065","catch_line":"Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds","url":"\/13.1-1065\/","token":"13.1\/12\/11\/13.1-1065","metadata":false},{"id":65305,"structure_id":14240,"section_number":"13.1-1066","catch_line":"Collection of unpaid bills for annual registration fees","url":"\/13.1-1066\/","token":"13.1\/12\/11\/13.1-1066","metadata":false}],"previous_section":{"id":55470,"structure_id":14240,"section_number":"13.1-1061","catch_line":"Annual registration fees to be assessed and collected by Commission; application of payment","url":"\/13.1-1061\/","token":"13.1\/12\/11\/13.1-1061","metadata":false},"next_section":{"id":77869,"structure_id":14240,"section_number":"13.1-1063","catch_line":"Repealed","url":"\/13.1-1063\/","token":"13.1\/12\/11\/13.1-1063","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1062\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 8 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1995, chapter 621<\/a>; in 2001, chapter 545<\/a>; in 2002, chapter 1<\/a>; in 2006, chapter 748<\/a>; in 2010, chapter 703<\/a>; in 2013, chapter 17<\/a>; in 2019, chapter 636<\/a>; in 2022, chapter 290<\/a>.<\/p>","references":[{"id":78931,"section_number":"13.1-1064","catch_line":"Penalty for failure to timely pay annual registration fees","order_by":null,"url":"\/13.1-1064\/"}],"refers_to":[{"id":57840,"section_number":"13.1-1005","catch_line":"Fees","order_by":null,"url":"\/13.1-1005\/"},{"id":77069,"section_number":"13.1-775.1","catch_line":"Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely","order_by":null,"url":"\/13.1-775.1\/"}],"permalink":{"id":148459,"object_type":"law","relational_id":58165,"identifier":"13.1-1062","token":"13.1\/12\/11\/13.1-1062","url":"\/13.1-1062\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1062\/","token":"13.1\/12\/11\/13.1-1062","dublin_core":{"Title":"Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1062","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Every domestic limited liability company<\/span><\/span>, every protected series, every foreign limited liability company<\/span><\/span> registered to transact business in the Commonwealth, and every foreign protected series<\/span> registered to transact business in the Commonwealth shall pay into the state treasury on or before the last day of the twelfth month next succeeding the month in which it was organized, established, or registered to transact business in the Commonwealth, and by such date in each year thereafter, an annual registration fee of $50, provided that (i) for a domestic limited liability company<\/span><\/span> that became a domestic limited liability company<\/span><\/span> by conversion from a domestic stock corporation<\/span> or nonstock corporation, or by domestication from a foreign limited liability company<\/span><\/span> that was registered to transact business in the Commonwealth at the time of the domestication, the annual registration fee shall be paid each year on or before the date on which its annual registration fee was due prior to the conversion or domestication and (ii) for a domestic limited liability company<\/span><\/span> that became a domestic limited liability company<\/span><\/span> by conversion from a domestic limited partnership<\/span> or business trust, the annual registration fee shall be paid each year on or before the last day of the twelfth month next succeeding the month in which it was originally incorporated, organized, or formed as an entity<\/span>, except the initial annual registration fee to be paid by the domestic limited liability company<\/span><\/span> shall be due in the year after the calendar year in which the conversion became effective when the annual registration fee of the domestic limited partnership<\/span> or business trust was paid for the calendar year in which it was converted, or when the month in which the conversion was effective precedes the month in which the domestic limited partnership<\/span> or business trust was originally incorporated, organized, or formed as an entity<\/span> by two months or less.\n\t\t\tThe annual registration fee shall be imposed irrespective of any specific license tax or other tax or fee imposed by law<\/span> upon the domestic or foreign limited liability company<\/span><\/span> or any protected series thereof for the privilege<\/span> of carrying on its business in the Commonwealth or upon its franchise, property<\/span>, or receipts. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Each year, the Commission<\/span> shall ascertain from its records each domestic limited liability company<\/span><\/span>, each protected series, each foreign limited liability company<\/span><\/span> registered to transact business in the Commonwealth, and each foreign protected series<\/span> registered to transact business in the Commonwealth, as of the first day of the second month next preceding the month in which it was organized, established, or registered to transact business in the Commonwealth, and, except as provided in subsection A, shall assess against each such limited liability company<\/span> and each such protected series the annual registration fee herein imposed. Notwithstanding the foregoing, (i) for a domestic limited liability company<\/span><\/span> that became a domestic limited liability company<\/span><\/span> by conversion from a domestic stock corporation<\/span> or nonstock corporation, or by domestication from a foreign limited liability company<\/span><\/span> that was registered to transact business in the Commonwealth at the time of the domestication, the assessment shall be made as of the first day of the second month next preceding the month in which its annual registration fee was due prior to the conversion or domestication and (ii) for a domestic limited liability company<\/span><\/span> that became a domestic limited liability company<\/span><\/span> by conversion from a domestic limited partnership<\/span> or business trust, except as provided in subsection A, the assessment shall be made as of the first day of the second month next preceding the month in which the domestic limited liability company<\/span><\/span> was originally incorporated, organized, or formed as an entity<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> At the discretion of the Commission<\/span>, the annual registration fee due date for a limited liability company<\/span> may be extended, on a monthly basis for a period of not less than one month nor more than 11 months, at the request of its registered agent of record or as may be necessary to distribute annual registration fee due dates of limited liability companies as equally as practicable throughout the year on a monthly basis. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A statement of the assessment, when made, shall be forwarded by the clerk of the Commission<\/span> to the Comptroller and to each domestic and foreign limited liability company<\/span><\/span> and each protected series thereof. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A domestic or foreign limited liability company<\/span><\/span> shall not be required to pay the annual registration fee assessed against it pursuant to subsection B in any year if (i) the Commission<\/span> issues<\/span> or files any of the following types of certificate or instrument and (ii) the certificate or instrument is effective on or before the annual registration fee due date: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A certificate of cancellation of existence or a certificate of organization surrender<\/span> for a domestic limited liability company<\/span><\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A certificate of cancellation for a foreign limited liability company<\/span><\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A certificate of merger or an authenticated copy of an instrument of merger for a domestic or foreign limited liability company<\/span><\/span> that has merged into a surviving domestic limited liability company<\/span><\/span> or other business entity<\/span> or into a surviving foreign limited liability company<\/span><\/span> or other business entity<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An authenticated copy of an instrument of entity conversion<\/span> for a foreign limited liability company<\/span><\/span> that has converted to a different entity type.\n\t\t\t\tThe Commission<\/span> shall cancel the annual registration fee assessments specified in this subsection that remain unpaid. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Annual registration assessments that have been paid shall not be refunded. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The fees paid into the state treasury under this section and the fees collected under § 13.1-1005<\/a> shall be set aside and paid into the special fund created under § 13.1-775.1<\/a>, and shall be used only by the Commission<\/span> as it deems necessary to defray the costs of the Commission<\/span> and of the office of the clerk of the Commission<\/span> in supervising, implementing, administering and enforcing the provisions of this chapter. The projected excess of fees collected over the costs of administration and enforcement so incurred shall be paid into the general fund prior to the close of each fiscal year, based on the unexpended balance of the special fund at the end of the prior fiscal year. An adjustment of this transfer<\/span> amount to reflect actual fees collected shall occur during the first quarter of the succeeding fiscal year. For the purpose of determining the projected excess of fees and the actual fees collected under this section, the Commission<\/span>, for any prepaid annual registration fee paid in accordance with subsection H, shall include only the portion of the prepaid annual registration fee attributable to the year to which the fee pertains. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> Notwithstanding the provisions of this section, the Commission<\/span> is authorized to establish a process for online prepayment of the annual registration fees required by this section whereby a domestic or foreign limited liability company<\/span><\/span> may prepay its annual registration fees for two or three years. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nASSESSMENT OF ANNUAL REGISTRATION FEES; ANNUAL REGISTRATION FEES TO BE PAID BY\nDOMESTIC AND FOREIGN LIMITED LIABILITY COMPANIES (\u00a7 13.1-1062)\n\nA. Every domestic limited liability company, every protected series, every\nforeign limited liability company registered to transact business in the\nCommonwealth, and every foreign protected series registered to transact business\nin the Commonwealth shall pay into the state treasury on or before the last day\nof the twelfth month next succeeding the month in which it was organized,\nestablished, or registered to transact business in the Commonwealth, and by such\ndate in each year thereafter, an annual registration fee of $50, provided that\n(i) for a domestic limited liability company that became a domestic limited\nliability company by conversion from a domestic stock corporation or nonstock\ncorporation, or by domestication from a foreign limited liability company that\nwas registered to transact business in the Commonwealth at the time of the\ndomestication, the annual registration fee shall be paid each year on or before\nthe date on which its annual registration fee was due prior to the conversion or\ndomestication and (ii) for a domestic limited liability company that became a\ndomestic limited liability company by conversion from a domestic limited\npartnership or business trust, the annual registration fee shall be paid each\nyear on or before the last day of the twelfth month next succeeding the month in\nwhich it was originally incorporated, organized, or formed as an entity, except\nthe initial annual registration fee to be paid by the domestic limited liability\ncompany shall be due in the year after the calendar year in which the conversion\nbecame effective when the annual registration fee of the domestic limited\npartnership or business trust was paid for the calendar year in which it was\nconverted, or when the month in which the conversion was effective precedes the\nmonth in which the domestic limited partnership or business trust was originally\nincorporated, organized, or formed as an entity by two months or less.\n\t\t\tThe annual registration fee shall be imposed irrespective of any specific\nlicense tax or other tax or fee imposed by law upon the domestic or foreign\nlimited liability company or any protected series thereof for the privilege of\ncarrying on its business in the Commonwealth or upon its franchise, property, or\nreceipts.\n\nB. Each year, the Commission shall ascertain from its records each domestic\nlimited liability company, each protected series, each foreign limited liability\ncompany registered to transact business in the Commonwealth, and each foreign\nprotected series registered to transact business in the Commonwealth, as of the\nfirst day of the second month next preceding the month in which it was\norganized, established, or registered to transact business in the Commonwealth,\nand, except as provided in subsection A, shall assess against each such limited\nliability company and each such protected series the annual registration fee\nherein imposed. Notwithstanding the foregoing, (i) for a domestic limited\nliability company that became a domestic limited liability company by conversion\nfrom a domestic stock corporation or nonstock corporation, or by domestication\nfrom a foreign limited liability company that was registered to transact\nbusiness in the Commonwealth at the time of the domestication, the assessment\nshall be made as of the first day of the second month next preceding the month\nin which its annual registration fee was due prior to the conversion or\ndomestication and (ii) for a domestic limited liability company that became a\ndomestic limited liability company by conversion from a domestic limited\npartnership or business trust, except as provided in subsection A, the\nassessment shall be made as of the first day of the second month next preceding\nthe month in which the domestic limited liability company was originally\nincorporated, organized, or formed as an entity.\n\nC. At the discretion of the Commission, the annual registration fee due date for\na limited liability company may be extended, on a monthly basis for a period of\nnot less than one month nor more than 11 months, at the request of its\nregistered agent of record or as may be necessary to distribute annual\nregistration fee due dates of limited liability companies as equally as\npracticable throughout the year on a monthly basis.\n\nD. A statement of the assessment, when made, shall be forwarded by the clerk of\nthe Commission to the Comptroller and to each domestic and foreign limited\nliability company and each protected series thereof.\n\nE. A domestic or foreign limited liability company shall not be required to pay\nthe annual registration fee assessed against it pursuant to subsection B in any\nyear if (i) the Commission issues or files any of the following types of\ncertificate or instrument and (ii) the certificate or instrument is effective on\nor before the annual registration fee due date:\n\n 1. A certificate of cancellation of existence or a certificate of organization\n surrender for a domestic limited liability company;\n\n 2. A certificate of cancellation for a foreign limited liability company;\n\n 3. A certificate of merger or an authenticated copy of an instrument of merger\n for a domestic or foreign limited liability company that has merged into a\n surviving domestic limited liability company or other business entity or into\n a surviving foreign limited liability company or other business entity; or\n\n 4. An authenticated copy of an instrument of entity conversion for a foreign\n limited liability company that has converted to a different entity type.\n \t\t\t\tThe Commission shall cancel the annual registration fee assessments\n specified in this subsection that remain unpaid.\n\nF. Annual registration assessments that have been paid shall not be refunded.\n\nG. The fees paid into the state treasury under this section and the fees\ncollected under § 13.1-1005 shall be set aside and paid into the special\nfund created under § 13.1-775.1, and shall be used only by the Commission\nas it deems necessary to defray the costs of the Commission and of the office of\nthe clerk of the Commission in supervising, implementing, administering and\nenforcing the provisions of this chapter. The projected excess of fees collected\nover the costs of administration and enforcement so incurred shall be paid into\nthe general fund prior to the close of each fiscal year, based on the unexpended\nbalance of the special fund at the end of the prior fiscal year. An adjustment\nof this transfer amount to reflect actual fees collected shall occur during the\nfirst quarter of the succeeding fiscal year. For the purpose of determining the\nprojected excess of fees and the actual fees collected under this section, the\nCommission, for any prepaid annual registration fee paid in accordance with\nsubsection H, shall include only the portion of the prepaid annual registration\nfee attributable to the year to which the fee pertains.\n\nH. Notwithstanding the provisions of this section, the Commission is authorized\nto establish a process for online prepayment of the annual registration fees\nrequired by this section whereby a domestic or foreign limited liability company\nmay prepay its annual registration fees for two or three years.\n\nHISTORY: 1991, c. 168; 1995, c. 621; 2001, c. 545; 2002, c. 1; 2006, c. 748;\n2010, c. 703; 2013, c. 17; 2019, c. 636; 2021, Sp. Sess. I, c. 487; 2022, c.\n290.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}