{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-615.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-615.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-615.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-615.1.html"}],"law_id":54196,"edition_id":1,"section_id":54196,"structure_id":13181,"section_number":"13.1-615.1","catch_line":"Charter and entrance fees for corporations","history":"1988, c. 405; 2001, c. 545; 2002, c. 1; 2007, c. 810; 2008, c. 509; 2015, c. 623; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nEvery domestic corporation, upon the granting of its charter or upon its incorporation by domestication or conversion, shall pay a charter fee into the state treasury, and every foreign corporation, when it obtains from the State Corporation Commission a certificate of authority to transact business in the Commonwealth, shall pay an entrance fee into the state treasury. The fee in each case is to be ascertained and fixed as follows:\n\t\t\tFor any domestic or foreign corporation whose number of authorized shares is 1,000,000 or fewer shares: $50 for each 25,000 shares or fraction thereof;\n\t\t\tFor any domestic or foreign corporation whose number of authorized shares is more than 1,000,000 shares: $2,500.B\n\nFor any foreign corporation that files articles of domestication and that had authority to transact business in the Commonwealth at the time of such filing, the charter fee to be charged upon domestication shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as an entrance fee by such corporation.C\n\nWhenever by articles of amendment, articles of merger, articles of correction, or articles of ratification, the number of authorized shares of any domestic or foreign corporation or of the surviving corporation is increased, the charter or entrance fee to be charged shall be an amount equal to the difference between the amount already paid as a charter or entrance fee by such corporation and the amount that would be required by this section to be paid if the increased number of authorized shares were being stated at that time in the original articles of incorporation.D\n\nFor any domestic nonstock corporation, limited liability company, business trust, limited partnership, or partnership that files articles of conversion to become a domestic corporation and that had previously converted from a domestic corporation, the charter fee to be charged upon conversion shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as a charter fee by the domestic nonstock corporation, limited liability company, business trust, limited partnership, or partnership when it was a domestic corporation.E\n\nFor any domestic nonstock corporation that files articles of conversion to become a domestic corporation and that was not previously incorporated as a domestic corporation, the charter fee to be charged shall be an amount equal to the difference between the amount already paid as a charter fee by the domestic nonstock corporation upon its incorporation and the amount that would be required by this section to be paid in accordance with the number of authorized shares in the corporation’s amended and restated articles of incorporation.F\n\nIf no charter or entrance fee has been heretofore paid to the Commonwealth, the amount to be paid shall be the same as would have to be paid on original incorporation or application for authority to transact business.","order_by":null,"text":{"0":{"id":198940,"text":"Every domestic corporation, upon the granting of its charter or upon its incorporation by domestication or conversion, shall pay a charter fee into the state treasury, and every foreign corporation, when it obtains from the State Corporation Commission a certificate of authority to transact business in the Commonwealth, shall pay an entrance fee into the state treasury. The fee in each case is to be ascertained and fixed as follows:\n\t\t\tFor any domestic or foreign corporation whose number of authorized shares is 1,000,000 or fewer shares: $50 for each 25,000 shares or fraction thereof;\n\t\t\tFor any domestic or foreign corporation whose number of authorized shares is more than 1,000,000 shares: $2,500.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":198941,"text":"For any foreign corporation that files articles of domestication and that had authority to transact business in the Commonwealth at the time of such filing, the charter fee to be charged upon domestication shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as an entrance fee by such corporation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":198942,"text":"Whenever by articles of amendment, articles of merger, articles of correction, or articles of ratification, the number of authorized shares of any domestic or foreign corporation or of the surviving corporation is increased, the charter or entrance fee to be charged shall be an amount equal to the difference between the amount already paid as a charter or entrance fee by such corporation and the amount that would be required by this section to be paid if the increased number of authorized shares were being stated at that time in the original articles of incorporation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":198943,"text":"For any domestic nonstock corporation, limited liability company, business trust, limited partnership, or partnership that files articles of conversion to become a domestic corporation and that had previously converted from a domestic corporation, the charter fee to be charged upon conversion shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as a charter fee by the domestic nonstock corporation, limited liability company, business trust, limited partnership, or partnership when it was a domestic corporation.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":198944,"text":"For any domestic nonstock corporation that files articles of conversion to become a domestic corporation and that was not previously incorporated as a domestic corporation, the charter fee to be charged shall be an amount equal to the difference between the amount already paid as a charter fee by the domestic nonstock corporation upon its incorporation and the amount that would be required by this section to be paid in accordance with the number of authorized shares in the corporation’s amended and restated articles of incorporation.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":198945,"text":"If no charter or entrance fee has been heretofore paid to the Commonwealth, the amount to be paid shall be the same as would have to be paid on original incorporation or application for authority to transact business.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":13181,"edition_id":1,"name":"Fees","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:44:24","date_modified":"2026-06-26 03:44:24","permalink":{"id":150803,"object_type":"structure","relational_id":13181,"identifier":"2","token":"13.1\/9\/2","url":"\/13.1\/9\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","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":69804,"structure_id":13181,"section_number":"13.1-615","catch_line":"Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions","url":"\/13.1-615\/","token":"13.1\/9\/2\/13.1-615","metadata":false},{"id":54196,"structure_id":13181,"section_number":"13.1-615.1","catch_line":"Charter and entrance fees for corporations","url":"\/13.1-615.1\/","token":"13.1\/9\/2\/13.1-615.1","metadata":false},{"id":86869,"structure_id":13181,"section_number":"13.1-616","catch_line":"Fees for filing documents or issuing certificates","url":"\/13.1-616\/","token":"13.1\/9\/2\/13.1-616","metadata":false},{"id":84612,"structure_id":13181,"section_number":"13.1-617","catch_line":"Repealed","url":"\/13.1-617\/","token":"13.1\/9\/2\/13.1-617","metadata":false}],"previous_section":{"id":69804,"structure_id":13181,"section_number":"13.1-615","catch_line":"Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions","url":"\/13.1-615\/","token":"13.1\/9\/2\/13.1-615","metadata":false},"next_section":{"id":86869,"structure_id":13181,"section_number":"13.1-616","catch_line":"Fees for filing documents or issuing certificates","url":"\/13.1-616\/","token":"13.1\/9\/2\/13.1-616","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-615.1\/","history_text":"

This law was first created in 1988. The record of its establishment is cataloged in chapter 405 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 1988 \u201cActs\u201d aren\u2019t available online. It has been modified 7 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 2001, chapter 545<\/a>; in 2002, chapter 1<\/a>; in 2007, chapter 810<\/a>; in 2008, chapter 509<\/a>; in 2015, chapter 623<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":[{"id":57840,"section_number":"13.1-1005","catch_line":"Fees","order_by":null,"url":"\/13.1-1005\/"}],"refers_to":false,"permalink":{"id":150809,"object_type":"law","relational_id":54196,"identifier":"13.1-615.1","token":"13.1\/9\/2\/13.1-615.1","url":"\/13.1-615.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-615.1\/","token":"13.1\/9\/2\/13.1-615.1","dublin_core":{"Title":"Charter and entrance fees for corporations","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-615.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Every domestic corporation<\/span>, upon the granting of its charter or upon its incorporation by domestication or conversion, shall pay a charter fee into the state<\/span> treasury, and every foreign corporation<\/span>, when it obtains from the State<\/span> Corporation Commission<\/span> a certificate of authority to transact business in the Commonwealth, shall pay an entrance fee into the state<\/span> treasury. The fee in each case is to be ascertained and fixed as follows:\n\t\t\tFor any domestic or foreign corporation<\/span> whose number of authorized shares<\/span> is 1,000,000 or fewer shares: $50 for each 25,000 shares or fraction thereof;\n\t\t\tFor any domestic or foreign corporation<\/span> whose number of authorized shares<\/span> is more than 1,000,000 shares: $2,500. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> For any foreign corporation<\/span> that files articles of domestication and that had authority to transact business in the Commonwealth at the time of such filing, the charter fee to be charged upon domestication shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as an entrance fee by such corporation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Whenever by articles of amendment, articles of merger<\/span>, articles of correction, or articles of ratification, the number of authorized shares<\/span> of any domestic or foreign corporation<\/span> or of the surviving corporation is increased, the charter or entrance fee to be charged shall be an amount equal to the difference between the amount already paid as a charter or entrance fee by such corporation and the amount that would be required by this section to be paid if the increased number of authorized shares<\/span> were being stated at that time in the original articles of incorporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> For any domestic nonstock corporation<\/span>, limited liability company, business trust, limited partnership, or partnership that files articles of conversion to become a domestic corporation<\/span> and that had previously converted from a domestic corporation<\/span>, the charter fee to be charged upon conversion shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as a charter fee by the domestic nonstock corporation<\/span>, limited liability company, business trust, limited partnership, or partnership when it was a domestic corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> For any domestic nonstock corporation<\/span> that files articles of conversion to become a domestic corporation<\/span> and that was not previously incorporated as a domestic corporation<\/span>, the charter fee to be charged shall be an amount equal to the difference between the amount already paid as a charter fee by the domestic nonstock corporation<\/span> upon its incorporation and the amount that would be required by this section to be paid in accordance with the number of authorized shares<\/span> in the corporation’s amended and restated articles of incorporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> If no charter or entrance fee has been heretofore paid to the Commonwealth, the amount to be paid shall be the same as would have to be paid on original incorporation or application for authority to transact business. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCHARTER AND ENTRANCE FEES FOR CORPORATIONS (\u00a7 13.1-615.1)\n\nA. Every domestic corporation, upon the granting of its charter or upon its\nincorporation by domestication or conversion, shall pay a charter fee into the\nstate treasury, and every foreign corporation, when it obtains from the State\nCorporation Commission a certificate of authority to transact business in the\nCommonwealth, shall pay an entrance fee into the state treasury. The fee in each\ncase is to be ascertained and fixed as follows:\n\t\t\tFor any domestic or foreign corporation whose number of authorized shares is\n1,000,000 or fewer shares: $50 for each 25,000 shares or fraction thereof;\n\t\t\tFor any domestic or foreign corporation whose number of authorized shares is\nmore than 1,000,000 shares: $2,500.\n\nB. For any foreign corporation that files articles of domestication and that had\nauthority to transact business in the Commonwealth at the time of such filing,\nthe charter fee to be charged upon domestication shall be an amount equal to the\ndifference between the amount that would be required by this section and the\namount already paid as an entrance fee by such corporation.\n\nC. Whenever by articles of amendment, articles of merger, articles of\ncorrection, or articles of ratification, the number of authorized shares of any\ndomestic or foreign corporation or of the surviving corporation is increased,\nthe charter or entrance fee to be charged shall be an amount equal to the\ndifference between the amount already paid as a charter or entrance fee by such\ncorporation and the amount that would be required by this section to be paid if\nthe increased number of authorized shares were being stated at that time in the\noriginal articles of incorporation.\n\nD. For any domestic nonstock corporation, limited liability company, business\ntrust, limited partnership, or partnership that files articles of conversion to\nbecome a domestic corporation and that had previously converted from a domestic\ncorporation, the charter fee to be charged upon conversion shall be an amount\nequal to the difference between the amount that would be required by this\nsection and the amount already paid as a charter fee by the domestic nonstock\ncorporation, limited liability company, business trust, limited partnership, or\npartnership when it was a domestic corporation.\n\nE. For any domestic nonstock corporation that files articles of conversion to\nbecome a domestic corporation and that was not previously incorporated as a\ndomestic corporation, the charter fee to be charged shall be an amount equal to\nthe difference between the amount already paid as a charter fee by the domestic\nnonstock corporation upon its incorporation and the amount that would be\nrequired by this section to be paid in accordance with the number of authorized\nshares in the corporation’s amended and restated articles of\nincorporation.\n\nF. If no charter or entrance fee has been heretofore paid to the Commonwealth,\nthe amount to be paid shall be the same as would have to be paid on original\nincorporation or application for authority to transact business.\n\nHISTORY: 1988, c. 405; 2001, c. 545; 2002, c. 1; 2007, c. 810; 2008, c. 509;\n2015, c. 623; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.","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}}