{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-615.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-615.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-615.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-615.html"}],"law_id":69804,"edition_id":1,"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","history":"Code 1950, \u00a7 13.1-122; 1956, c. 428; 1985, c. 522; 1988, c. 405; 1989, c. 152; 1991, c. 309; 1997, c. 216; 2001, c. 545; 2002, c. 1; 2005, c. 765; 2006, c. 659; 2007, c. 810; 2009, c. 216; 2010, c. 753; 2015, c. 623; 2019, c. 734; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nThe Commission shall assess the registration fees and shall charge and collect the filing fees, charter fees, and entrance fees imposed by law. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment. When the Commission receives payment of an annual registration fee assessed against a domestic or foreign corporation, such payment shall be applied against any unpaid annual registration fees previously assessed against such corporation, including any penalties incurred thereon, beginning with the assessment or penalty that has remained unpaid for the longest period of time.B\n\nThe Commission shall not file or issue with respect to any domestic or foreign corporation any document or certificate specified in this chapter, except the annual report required by § 13.1-775, a statement of change pursuant to § 13.1-635 or 13.1-764, and a statement of resignation pursuant to § 13.1-636 or 13.1-765, until all fees, fines, penalties, and interest assessed, imposed, charged, or to be collected by the Commission pursuant to this chapter or Title 12.1 have been paid by or on behalf of such corporation. Notwithstanding the foregoing, the Commission may file or issue any document or certificate with respect to a domestic or foreign corporation that has been assessed an annual registration fee if the document or certificate is filed or issued with an effective date that is on or before the due date of the corporation’s annual registration fee payment in any year, provided that the Commission shall not issue a certificate of domestication with respect to a foreign corporation, a certificate of conversion with respect to a foreign eligible entity, or a certificate of conversion with respect to a domestic corporation that will become a domestic eligible entity until the annual registration fee has been paid by or on behalf of that corporation or eligible entity.C\n\nA domestic or foreign corporation shall not be required to pay the annual registration fee assessed against it pursuant to subsection B of \u00a7 13.1-775.1 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 termination of corporate existence, a certificate of domestication for a domestic corporation, or a certificate of conversion for a domestic corporation that will become a foreign eligible entity;2\n\nA certificate of withdrawal for a foreign corporation;3\n\nA certificate of merger or an authenticated copy of an instrument of merger for a domestic or foreign corporation that has merged into a surviving domestic corporation or eligible entity or into a surviving foreign corporation or eligible entity; or4\n\nAn authenticated copy of an instrument of conversion for a foreign corporation 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.D\n\nA foreign corporation that has amended its articles of incorporation to reduce the number of shares it is authorized to issue, effective prior to its annual registration fee assessment date pursuant to subsection B of § 13.1-775.1 of a given year, and has timely filed an authenticated copy of the amendment with the Commission pursuant to § 13.1-760 after its annual registration fee assessment date pursuant to subsection B of § 13.1-775.1 shall have its annual registration fee reassessed to reflect the new number of authorized shares.E\n\nAnnual registration fee assessments that have been paid shall not be refunded.","order_by":null,"text":{"0":{"id":252258,"text":"The Commission shall assess the registration fees and shall charge and collect the filing fees, charter fees, and entrance fees imposed by law. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment. When the Commission receives payment of an annual registration fee assessed against a domestic or foreign corporation, such payment shall be applied against any unpaid annual registration fees previously assessed against such corporation, including any penalties incurred thereon, beginning with the assessment or penalty that has remained unpaid for the longest period of time.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":252259,"text":"The Commission shall not file or issue with respect to any domestic or foreign corporation any document or certificate specified in this chapter, except the annual report required by § 13.1-775, a statement of change pursuant to § 13.1-635 or 13.1-764, and a statement of resignation pursuant to § 13.1-636 or 13.1-765, until all fees, fines, penalties, and interest assessed, imposed, charged, or to be collected by the Commission pursuant to this chapter or Title 12.1 have been paid by or on behalf of such corporation. Notwithstanding the foregoing, the Commission may file or issue any document or certificate with respect to a domestic or foreign corporation that has been assessed an annual registration fee if the document or certificate is filed or issued with an effective date that is on or before the due date of the corporation’s annual registration fee payment in any year, provided that the Commission shall not issue a certificate of domestication with respect to a foreign corporation, a certificate of conversion with respect to a foreign eligible entity, or a certificate of conversion with respect to a domestic corporation that will become a domestic eligible entity until the annual registration fee has been paid by or on behalf of that corporation or eligible entity.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":252260,"text":"A domestic or foreign corporation shall not be required to pay the annual registration fee assessed against it pursuant to subsection B of \u00a7 13.1-775.1 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":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":252261,"text":"A certificate of termination of corporate existence, a certificate of domestication for a domestic corporation, or a certificate of conversion for a domestic corporation that will become a foreign eligible entity;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":252262,"text":"A certificate of withdrawal for a foreign corporation;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":252263,"text":"A certificate of merger or an authenticated copy of an instrument of merger for a domestic or foreign corporation that has merged into a surviving domestic corporation or eligible entity or into a surviving foreign corporation or eligible entity; or","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":252264,"text":"An authenticated copy of an instrument of conversion for a foreign corporation 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":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"7":{"id":252265,"text":"A foreign corporation that has amended its articles of incorporation to reduce the number of shares it is authorized to issue, effective prior to its annual registration fee assessment date pursuant to subsection B of § 13.1-775.1 of a given year, and has timely filed an authenticated copy of the amendment with the Commission pursuant to § 13.1-760 after its annual registration fee assessment date pursuant to subsection B of § 13.1-775.1 shall have its annual registration fee reassessed to reflect the new number of authorized shares.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"E"},"8":{"id":252266,"text":"Annual registration fee assessments that have been paid shall not be refunded.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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}],"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-615\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 15 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 1956, chapter 428; in 1985, chapter 522; in 1988, chapter 405; in 1989, chapter 152; in 1991, chapter 309; in 1997, chapter 216<\/a>; in 2001, chapter 545<\/a>; in 2002, chapter 1<\/a>; in 2005, chapter 765<\/a>; in 2006, chapter 659<\/a>; in 2007, chapter 810<\/a>; in 2009, chapter 216<\/a>; in 2010, chapter 753<\/a>; in 2015, chapter 623<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":58006,"section_number":"13.1-635","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-635\/"},{"id":58580,"section_number":"13.1-636","catch_line":"Resignation of registered agent","order_by":null,"url":"\/13.1-636\/"},{"id":87272,"section_number":"13.1-760","catch_line":"Amended certificate of authority","order_by":null,"url":"\/13.1-760\/"},{"id":55681,"section_number":"13.1-764","catch_line":"Change of registered office or registered agent of a foreign corporation","order_by":null,"url":"\/13.1-764\/"},{"id":74162,"section_number":"13.1-765","catch_line":"Resignation of registered agent of foreign corporation","order_by":null,"url":"\/13.1-765\/"},{"id":77578,"section_number":"13.1-775","catch_line":"Annual report of domestic and foreign corporations","order_by":null,"url":"\/13.1-775\/"},{"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":150805,"object_type":"law","relational_id":69804,"identifier":"13.1-615","token":"13.1\/9\/2\/13.1-615","url":"\/13.1-615\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-615\/","token":"13.1\/9\/2\/13.1-615","dublin_core":{"Title":"Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-615","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The Commission<\/span> shall assess the registration fees and shall charge and collect the filing fees, charter fees, and entrance fees imposed by law<\/span>. The Commission<\/span> shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document<\/span> that is not accepted for filing, at any time within one year from the date of its payment. When the Commission<\/span> receives payment of an annual registration fee assessed against a domestic<\/span> or foreign corporation<\/span>, such payment shall be applied against any unpaid annual registration fees previously assessed against such corporation, including any penalties incurred thereon, beginning with the assessment or penalty<\/span> that has remained unpaid for the longest period of time. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The Commission<\/span> shall not file or issue<\/span> with respect to any domestic or foreign corporation<\/span> any document<\/span> or certificate specified in this chapter, except the annual report required by § 13.1-775<\/a>, a statement of change pursuant to § 13.1-635<\/a> or 13.1-764<\/a>, and a statement of resignation pursuant to § 13.1-636<\/a> or 13.1-765<\/a>, until all fees, fines, penalties, and interest<\/span> assessed, imposed, charged, or to be collected by the Commission<\/span> pursuant to this chapter or Title 12.1 have been paid by or on behalf of such corporation. Notwithstanding the foregoing, the Commission<\/span> may file or issue<\/span> any document<\/span> or certificate with respect to a domestic or foreign corporation<\/span> that has been assessed an annual registration fee if the document<\/span> or certificate is filed or issued with an effective date that is on or before the due date of the corporation’s annual registration fee payment in any year, provided that the Commission<\/span> shall not issue<\/span> a certificate of domestication with respect to a foreign corporation<\/span>, a certificate of conversion with respect to a foreign eligible entity<\/span>, or a certificate of conversion with respect to a domestic corporation<\/span> that will become a domestic eligible entity<\/span> until the annual registration fee has been paid by or on behalf of that corporation or eligible entity<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A domestic or foreign corporation<\/span> shall not be required to pay the annual registration fee assessed against it pursuant to subsection B of \u00a7 13.1-775.1<\/a> 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 termination of corporate existence, a certificate of domestication for a domestic corporation<\/span>, or a certificate of conversion for a domestic corporation<\/span> that will become a foreign eligible entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A certificate of withdrawal for a foreign corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

4.<\/span> An authenticated copy of an instrument of conversion for a foreign corporation<\/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

D.<\/span> A foreign corporation<\/span> that has amended its articles of incorporation<\/span> to reduce the number of shares it is authorized to issue<\/span>, effective prior to its annual registration fee assessment date pursuant to subsection B of § 13.1-775.1<\/a> of a given year, and has timely filed an authenticated copy of the amendment with the Commission<\/span> pursuant to § 13.1-760<\/a> after its annual registration fee assessment date pursuant to subsection B of § 13.1-775.1<\/a> shall have its annual registration fee reassessed to reflect the new number of authorized shares<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Annual registration fee assessments that have been paid shall not be refunded. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFEES TO BE COLLECTED BY COMMISSION; APPLICATION OF PAYMENT; PAYMENT OF FEES\nPREREQUISITE TO COMMISSION ACTION; EXCEPTIONS (\u00a7 13.1-615)\n\nA. The Commission shall assess the registration fees and shall charge and\ncollect the filing fees, charter fees, and entrance fees imposed by law. The\nCommission shall have authority to certify to the Comptroller directing refund\nof any overpayment of a fee, or of any fee collected for a document that is not\naccepted for filing, at any time within one year from the date of its payment.\nWhen the Commission receives payment of an annual registration fee assessed\nagainst a domestic or foreign corporation, such payment shall be applied against\nany unpaid annual registration fees previously assessed against such\ncorporation, including any penalties incurred thereon, beginning with the\nassessment or penalty that has remained unpaid for the longest period of time.\n\nB. The Commission shall not file or issue with respect to any domestic or\nforeign corporation any document or certificate specified in this chapter,\nexcept the annual report required by § 13.1-775, a statement of change\npursuant to § 13.1-635 or 13.1-764, and a statement of resignation pursuant\nto § 13.1-636 or 13.1-765, until all fees, fines, penalties, and interest\nassessed, imposed, charged, or to be collected by the Commission pursuant to\nthis chapter or Title 12.1 have been paid by or on behalf of such corporation.\nNotwithstanding the foregoing, the Commission may file or issue any document or\ncertificate with respect to a domestic or foreign corporation that has been\nassessed an annual registration fee if the document or certificate is filed or\nissued with an effective date that is on or before the due date of the\ncorporation’s annual registration fee payment in any year, provided that\nthe Commission shall not issue a certificate of domestication with respect to a\nforeign corporation, a certificate of conversion with respect to a foreign\neligible entity, or a certificate of conversion with respect to a domestic\ncorporation that will become a domestic eligible entity until the annual\nregistration fee has been paid by or on behalf of that corporation or eligible\nentity.\n\nC. A domestic or foreign corporation shall not be required to pay the annual\nregistration fee assessed against it pursuant to subsection B of \u00a7 13.1-775.1\nin any year 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 termination of corporate existence, a certificate of\n domestication for a domestic corporation, or a certificate of conversion for a\n domestic corporation that will become a foreign eligible entity;\n\n 2. A certificate of withdrawal for a foreign corporation;\n\n 3. A certificate of merger or an authenticated copy of an instrument of merger\n for a domestic or foreign corporation that has merged into a surviving\n domestic corporation or eligible entity or into a surviving foreign\n corporation or eligible entity; or\n\n 4. An authenticated copy of an instrument of conversion for a foreign\n corporation 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\nD. A foreign corporation that has amended its articles of incorporation to\nreduce the number of shares it is authorized to issue, effective prior to its\nannual registration fee assessment date pursuant to subsection B of §\n13.1-775.1 of a given year, and has timely filed an authenticated copy of the\namendment with the Commission pursuant to § 13.1-760 after its annual\nregistration fee assessment date pursuant to subsection B of § 13.1-775.1\nshall have its annual registration fee reassessed to reflect the new number of\nauthorized shares.\n\nE. Annual registration fee assessments that have been paid shall not be\nrefunded.\n\nHISTORY: Code 1950, \u00a7 13.1-122; 1956, c. 428; 1985, c. 522; 1988, c. 405; 1989,\nc. 152; 1991, c. 309; 1997, c. 216; 2001, c. 545; 2002, c. 1; 2005, c. 765;\n2006, c. 659; 2007, c. 810; 2009, c. 216; 2010, c. 753; 2015, c. 623; 2019, c.\n734; 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}}