{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-775.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-775.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-775.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-775.1.html"}],"law_id":77069,"edition_id":1,"section_id":77069,"structure_id":15353,"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","history":"1988, c. 405; 1991, c. 311; 1997, c. 216; 2005, c. 765; 2010, c. 753; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nEvery domestic corporation and every foreign corporation authorized 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 incorporated or authorized to transact business in the Commonwealth, and by such date in each year thereafter, an annual registration fee as prescribed by this section, provided that (i) for a domestic corporation that became a domestic corporation by conversion from a domestic nonstock corporation or limited liability company, or by domestication or conversion from a foreign corporation, nonstock corporation, or limited liability company that was authorized or registered to transact business in the Commonwealth at the time of the domestication or conversion, 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 domestication or conversion and (ii) for a domestic corporation that became a domestic corporation by conversion from a domestic limited partnership or business trust, or from a foreign limited partnership or business trust that was registered to transact business in the Commonwealth at the time of the conversion, 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 corporation shall be due in the year after the calendar year in which the conversion became effective when the annual registration fee of the domestic or foreign limited partnership or business trust was paid for the calendar year in which it converted, or when the month in which the conversion was effective precedes the month in which the domestic corporation was originally incorporated, organized, or formed as an entity by two months or less. At the discretion of the Commission, the annual registration fee due date for a corporation 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 corporations as equally as practicable throughout the year on a monthly basis.\n\t\t\tAny such corporation whose number of authorized shares is 5,000 or less shall pay an annual registration fee of $50. Any such corporation whose number of authorized shares is more than 5,000 shall pay an annual registration fee of $50 plus $15 for each 5,000 shares or fraction thereof in excess of 5,000 shares, up to a maximum of $850.\n\t\t\tThe annual registration fee shall be irrespective of any specific license tax or other tax or fee imposed by law upon the corporation 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 the number of authorized shares of each domestic corporation and each foreign corporation authorized to transact business in the Commonwealth, as of the first day of the second month next preceding the month in which it was incorporated or authorized to transact business in the Commonwealth and, except as provided in subsection A, shall assess against each such corporation the annual registration fee herein imposed. Notwithstanding the foregoing, (i) for a domestic corporation that became a domestic corporation by conversion from a domestic nonstock corporation or limited liability company, or by domestication or conversion from a foreign corporation, nonstock corporation, or limited liability company that was authorized or registered to transact business in the Commonwealth at the time of the domestication or conversion, 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 corporation that became a domestic corporation by conversion from a domestic or foreign 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 corporation was originally incorporated, organized, or formed as an entity. In any year in which a corporation’s annual registration fee due date is extended pursuant to subsection A, the annual registration fee assessment shall be increased by a prorated amount to cover the period of extension. A statement of the assessment, when made, shall be forwarded by the clerk of the Commission to the Comptroller and to each such corporation.C\n\nAny domestic or foreign corporation that fails to pay the annual registration fee herein imposed within the time prescribed shall incur a penalty of 10 percent of the annual registration fee, or $10, whichever is greater, which shall be added to the amount of the annual registration fee due. The penalty shall be in addition to any other penalty or liability imposed by law.D\n\nThe fees paid into the state treasury under this section shall be set aside as a special fund to be used only by the Commission as it deems necessary to defray all costs of staffing, maintaining and operating the office of the clerk of the Commission, together with all other costs incurred by the Commission in supervising, implementing and administering the provisions of Part 5 (§ 8.9A-501 et seq.) of Title 8.9A, this title, except for Chapters 5 (§ 13.1-501 et seq.) and 8 (§ 13.1-557 et seq.) and Article 7 (§ 55.1-653 et seq.) of Chapter 6 of Title 55.1, provided that one-half of the fees collected shall be credited to the general fund. The excess of fees collected over the projected costs of administration in the next fiscal year shall be paid into the general fund prior to the close of the fiscal year.","order_by":null,"text":{"0":{"id":276515,"text":"Every domestic corporation and every foreign corporation authorized 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 incorporated or authorized to transact business in the Commonwealth, and by such date in each year thereafter, an annual registration fee as prescribed by this section, provided that (i) for a domestic corporation that became a domestic corporation by conversion from a domestic nonstock corporation or limited liability company, or by domestication or conversion from a foreign corporation, nonstock corporation, or limited liability company that was authorized or registered to transact business in the Commonwealth at the time of the domestication or conversion, 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 domestication or conversion and (ii) for a domestic corporation that became a domestic corporation by conversion from a domestic limited partnership or business trust, or from a foreign limited partnership or business trust that was registered to transact business in the Commonwealth at the time of the conversion, 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 corporation shall be due in the year after the calendar year in which the conversion became effective when the annual registration fee of the domestic or foreign limited partnership or business trust was paid for the calendar year in which it converted, or when the month in which the conversion was effective precedes the month in which the domestic corporation was originally incorporated, organized, or formed as an entity by two months or less. At the discretion of the Commission, the annual registration fee due date for a corporation 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 corporations as equally as practicable throughout the year on a monthly basis.\n\t\t\tAny such corporation whose number of authorized shares is 5,000 or less shall pay an annual registration fee of $50. Any such corporation whose number of authorized shares is more than 5,000 shall pay an annual registration fee of $50 plus $15 for each 5,000 shares or fraction thereof in excess of 5,000 shares, up to a maximum of $850.\n\t\t\tThe annual registration fee shall be irrespective of any specific license tax or other tax or fee imposed by law upon the corporation 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":276516,"text":"Each year, the Commission shall ascertain from its records the number of authorized shares of each domestic corporation and each foreign corporation authorized to transact business in the Commonwealth, as of the first day of the second month next preceding the month in which it was incorporated or authorized to transact business in the Commonwealth and, except as provided in subsection A, shall assess against each such corporation the annual registration fee herein imposed. Notwithstanding the foregoing, (i) for a domestic corporation that became a domestic corporation by conversion from a domestic nonstock corporation or limited liability company, or by domestication or conversion from a foreign corporation, nonstock corporation, or limited liability company that was authorized or registered to transact business in the Commonwealth at the time of the domestication or conversion, 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 corporation that became a domestic corporation by conversion from a domestic or foreign 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 corporation was originally incorporated, organized, or formed as an entity. In any year in which a corporation’s annual registration fee due date is extended pursuant to subsection A, the annual registration fee assessment shall be increased by a prorated amount to cover the period of extension. A statement of the assessment, when made, shall be forwarded by the clerk of the Commission to the Comptroller and to each such corporation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":276517,"text":"Any domestic or foreign corporation that fails to pay the annual registration fee herein imposed within the time prescribed shall incur a penalty of 10 percent of the annual registration fee, or $10, whichever is greater, which shall be added to the amount of the annual registration fee due. The penalty shall be in addition to any other penalty or liability imposed by law.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":276518,"text":"The fees paid into the state treasury under this section shall be set aside as a special fund to be used only by the Commission as it deems necessary to defray all costs of staffing, maintaining and operating the office of the clerk of the Commission, together with all other costs incurred by the Commission in supervising, implementing and administering the provisions of Part 5 (§ 8.9A-501 et seq.) of Title 8.9A, this title, except for Chapters 5 (§ 13.1-501 et seq.) and 8 (§ 13.1-557 et seq.) and Article 7 (§ 55.1-653 et seq.) of Chapter 6 of Title 55.1, provided that one-half of the fees collected shall be credited to the general fund. The excess of fees collected over the projected costs of administration in the next fiscal year shall be paid into the general fund prior to the close of the fiscal year.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":15353,"edition_id":1,"name":"Records and Reports","identifier":"18","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:54:11","date_modified":"2026-06-26 03:54:11","permalink":{"id":150755,"object_type":"structure","relational_id":15353,"identifier":"18","token":"13.1\/9\/18","url":"\/13.1\/9\/18\/","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":58440,"structure_id":15353,"section_number":"13.1-770","catch_line":"Corporate records","url":"\/13.1-770\/","token":"13.1\/9\/18\/13.1-770","metadata":false},{"id":67712,"structure_id":15353,"section_number":"13.1-771","catch_line":"Inspection of records by shareholders","url":"\/13.1-771\/","token":"13.1\/9\/18\/13.1-771","metadata":false},{"id":75405,"structure_id":15353,"section_number":"13.1-772","catch_line":"Scope of inspection right","url":"\/13.1-772\/","token":"13.1\/9\/18\/13.1-772","metadata":false},{"id":87134,"structure_id":15353,"section_number":"13.1-773","catch_line":"Court-ordered inspection","url":"\/13.1-773\/","token":"13.1\/9\/18\/13.1-773","metadata":false},{"id":63346,"structure_id":15353,"section_number":"13.1-773.1","catch_line":"Inspection of records by directors","url":"\/13.1-773.1\/","token":"13.1\/9\/18\/13.1-773.1","metadata":false},{"id":75191,"structure_id":15353,"section_number":"13.1-774","catch_line":"Financial statements for shareholders","url":"\/13.1-774\/","token":"13.1\/9\/18\/13.1-774","metadata":false},{"id":77578,"structure_id":15353,"section_number":"13.1-775","catch_line":"Annual report of domestic and foreign corporations","url":"\/13.1-775\/","token":"13.1\/9\/18\/13.1-775","metadata":false},{"id":77069,"structure_id":15353,"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","url":"\/13.1-775.1\/","token":"13.1\/9\/18\/13.1-775.1","metadata":false},{"id":77007,"structure_id":15353,"section_number":"13.1-775.2","catch_line":"Collection of unpaid bills for registration fees","url":"\/13.1-775.2\/","token":"13.1\/9\/18\/13.1-775.2","metadata":false}],"previous_section":{"id":77578,"structure_id":15353,"section_number":"13.1-775","catch_line":"Annual report of domestic and foreign corporations","url":"\/13.1-775\/","token":"13.1\/9\/18\/13.1-775","metadata":false},"next_section":{"id":77007,"structure_id":15353,"section_number":"13.1-775.2","catch_line":"Collection of unpaid bills for registration fees","url":"\/13.1-775.2\/","token":"13.1\/9\/18\/13.1-775.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-775.1\/","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 4 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 1991, chapter 311; in 1997, chapter 216<\/a>; in 2005, chapter 765<\/a>; in 2010, chapter 753<\/a>.<\/p>","references":[{"id":87147,"section_number":"12.1-17","catch_line":"Deposits of funds; means of payment; dishonored payments; receipts for payment","order_by":null,"url":"\/12.1-17\/"},{"id":75338,"section_number":"12.1-21.2","catch_line":"Miscellaneous charges","order_by":null,"url":"\/12.1-21.2\/"},{"id":58165,"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","order_by":null,"url":"\/13.1-1062\/"},{"id":59438,"section_number":"13.1-1252","catch_line":"Assessment of annual registration fees; annual registration fee to be paid by domestic and foreign business trusts","order_by":null,"url":"\/13.1-1252\/"},{"id":55960,"section_number":"13.1-1256","catch_line":"Collection by suit and of unpaid bills","order_by":null,"url":"\/13.1-1256\/"},{"id":69804,"section_number":"13.1-615","catch_line":"Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions","order_by":null,"url":"\/13.1-615\/"},{"id":85340,"section_number":"13.1-768","catch_line":"Automatic revocation of certificate of authority","order_by":null,"url":"\/13.1-768\/"},{"id":81670,"section_number":"50-73.67","catch_line":"Annual registration fees to be paid by domestic and foreign limited partnerships","order_by":null,"url":"\/50-73.67\/"},{"id":77972,"section_number":"50-73.71","catch_line":"Collection by suit and of unpaid bills","order_by":null,"url":"\/50-73.71\/"},{"id":54051,"section_number":"50-73.83","catch_line":"Execution, filing, and recording of statements; effective time and date; refunds; penalty","order_by":null,"url":"\/50-73.83\/"},{"id":84464,"section_number":"58.1-2608","catch_line":"State taxation of railroads, telecommunications companies","order_by":null,"url":"\/58.1-2608\/"},{"id":55735,"section_number":"58.1-2626","catch_line":"Annual state license tax on companies furnishing water, heat, light or power","order_by":null,"url":"\/58.1-2626\/"}],"refers_to":[{"id":75080,"section_number":"13.1-501","catch_line":"Definitions","order_by":null,"url":"\/13.1-501\/"},{"id":73586,"section_number":"13.1-557","catch_line":"Short title","order_by":null,"url":"\/13.1-557\/"},{"id":64661,"section_number":"55.1-653","catch_line":"Where notices and certificates affecting liens to be filed","order_by":null,"url":"\/55.1-653\/"},{"id":72400,"section_number":"8.9A-501","catch_line":"Filing office","order_by":null,"url":"\/8.9A-501\/"}],"permalink":{"id":150785,"object_type":"law","relational_id":77069,"identifier":"13.1-775.1","token":"13.1\/9\/18\/13.1-775.1","url":"\/13.1-775.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-775.1\/","token":"13.1\/9\/18\/13.1-775.1","dublin_core":{"Title":"Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-775.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Every domestic corporation<\/span> and every foreign corporation<\/span> authorized to transact business in the Commonwealth shall pay into the state<\/span> treasury on or before the last day of the twelfth month next succeeding the month in which it was incorporated or authorized to transact business in the Commonwealth, and by such date in each year thereafter, an annual registration fee as prescribed by this section, provided that (i) for a domestic corporation<\/span> that became a domestic corporation<\/span> by conversion from a domestic nonstock corporation<\/span> or limited liability company, or by domestication or conversion from a foreign corporation<\/span>, nonstock corporation, or limited liability company that was authorized or registered to transact business in the Commonwealth at the time of the domestication or conversion, 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 domestication or conversion and (ii) for a domestic corporation<\/span> that became a domestic corporation<\/span> by conversion from a domestic limited partnership<\/span> or business trust, or from a foreign limited partnership<\/span> or business trust that was registered to transact business in the Commonwealth at the time of the conversion, 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 corporation<\/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 or foreign limited partnership<\/span> or business trust was paid for the calendar year in which it converted, or when the month in which the conversion was effective precedes the month in which the domestic corporation<\/span> was originally incorporated, organized, or formed as an entity<\/span> by two months or less. At the discretion of the Commission<\/span>, the annual registration fee due date for a corporation 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 corporations<\/span> as equally as practicable throughout the year on a monthly basis.\n\t\t\tAny such corporation whose number of authorized shares<\/span> is 5,000 or less shall pay an annual registration fee of $50. Any such corporation whose number of authorized shares<\/span> is more than 5,000 shall pay an annual registration fee of $50 plus $15 for each 5,000 shares or fraction thereof in excess of 5,000 shares, up to a maximum of $850.\n\t\t\tThe annual registration fee shall be irrespective of any specific license tax or other tax or fee imposed by law<\/span> upon the corporation for the privilege<\/span> of carrying on its business in the Commonwealth or upon its franchise, property, 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 the number of authorized shares<\/span> of each domestic corporation<\/span> and each foreign corporation<\/span> authorized to transact business in the Commonwealth, as of the first day of the second month next preceding the month in which it was incorporated or authorized to transact business in the Commonwealth and, except as provided in subsection A, shall assess against each such corporation the annual registration fee herein imposed. Notwithstanding the foregoing, (i) for a domestic corporation<\/span> that became a domestic corporation<\/span> by conversion from a domestic nonstock corporation<\/span> or limited liability company, or by domestication or conversion from a foreign corporation<\/span>, nonstock corporation, or limited liability company that was authorized or registered to transact business in the Commonwealth at the time of the domestication or conversion, 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 corporation<\/span> that became a domestic corporation<\/span> by conversion from a domestic or foreign 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 corporation<\/span> was originally incorporated, organized, or formed as an entity<\/span>. In any year in which a corporation’s annual registration fee due date is extended pursuant to subsection A, the annual registration fee assessment shall be increased by a prorated amount to cover the period of extension. A statement of the assessment, when made, shall be forwarded by the clerk of the Commission<\/span> to the Comptroller and to each such corporation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Any domestic or foreign corporation<\/span> that fails to pay the annual registration fee herein imposed within the time prescribed shall incur a penalty<\/span> of 10 percent of the annual registration fee, or $10, whichever is greater, which shall be added to the amount of the annual registration fee due. The penalty<\/span> shall be in addition to any other penalty<\/span> or liability imposed by law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The fees paid into the state<\/span> treasury under this section shall be set aside as a special fund to be used only by the Commission<\/span> as it deems necessary to defray all costs of staffing, maintaining and operating the office of the clerk of the Commission<\/span>, together with all other costs incurred by the Commission<\/span> in supervising, implementing and administering the provisions of Part 5 (§ 8.9A-501<\/a> et seq.) of Title 8.9A, this title, except for Chapters 5 (§ 13.1-501<\/a> et seq.) and 8 (§ 13.1-557<\/a> et seq.) and Article 7 (§ 55.1-653<\/a> et seq.) of Chapter 6 of Title 55.1, provided that one-half of the fees collected shall be credited to the general fund. The excess of fees collected over the projected costs of administration in the next fiscal year shall be paid into the general fund prior to the close of the fiscal year. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nANNUAL REGISTRATION FEES TO BE PAID BY DOMESTIC AND FOREIGN CORPORATIONS;\nPENALTY FOR FAILURE TO PAY TIMELY (\u00a7 13.1-775.1)\n\nA. Every domestic corporation and every foreign corporation authorized to\ntransact business in the Commonwealth shall pay into the state treasury on or\nbefore the last day of the twelfth month next succeeding the month in which it\nwas incorporated or authorized to transact business in the Commonwealth, and by\nsuch date in each year thereafter, an annual registration fee as prescribed by\nthis section, provided that (i) for a domestic corporation that became a\ndomestic corporation by conversion from a domestic nonstock corporation or\nlimited liability company, or by domestication or conversion from a foreign\ncorporation, nonstock corporation, or limited liability company that was\nauthorized or registered to transact business in the Commonwealth at the time of\nthe domestication or conversion, the annual registration fee shall be paid each\nyear on or before the date on which its annual registration fee was due prior to\nthe domestication or conversion and (ii) for a domestic corporation that became\na domestic corporation by conversion from a domestic limited partnership or\nbusiness trust, or from a foreign limited partnership or business trust that was\nregistered to transact business in the Commonwealth at the time of the\nconversion, the annual registration fee shall be paid each year on or before the\nlast day of the twelfth month next succeeding the month in which it was\noriginally incorporated, organized, or formed as an entity, except the initial\nannual registration fee to be paid by the domestic corporation shall be due in\nthe year after the calendar year in which the conversion became effective when\nthe annual registration fee of the domestic or foreign limited partnership or\nbusiness trust was paid for the calendar year in which it converted, or when the\nmonth in which the conversion was effective precedes the month in which the\ndomestic corporation was originally incorporated, organized, or formed as an\nentity by two months or less. At the discretion of the Commission, the annual\nregistration fee due date for a corporation may be extended, on a monthly basis\nfor a period of not less than one month nor more than 11 months, at the request\nof its registered agent of record or as may be necessary to distribute annual\nregistration fee due dates of corporations as equally as practicable throughout\nthe year on a monthly basis.\n\t\t\tAny such corporation whose number of authorized shares is 5,000 or less shall\npay an annual registration fee of $50. Any such corporation whose number of\nauthorized shares is more than 5,000 shall pay an annual registration fee of $50\nplus $15 for each 5,000 shares or fraction thereof in excess of 5,000 shares, up\nto a maximum of $850.\n\t\t\tThe annual registration fee shall be irrespective of any specific license tax\nor other tax or fee imposed by law upon the corporation 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 the number of\nauthorized shares of each domestic corporation and each foreign corporation\nauthorized to transact business in the Commonwealth, as of the first day of the\nsecond month next preceding the month in which it was incorporated or authorized\nto transact business in the Commonwealth and, except as provided in subsection\nA, shall assess against each such corporation the annual registration fee herein\nimposed. Notwithstanding the foregoing, (i) for a domestic corporation that\nbecame a domestic corporation by conversion from a domestic nonstock corporation\nor limited liability company, or by domestication or conversion from a foreign\ncorporation, nonstock corporation, or limited liability company that was\nauthorized or registered to transact business in the Commonwealth at the time of\nthe domestication or conversion, the assessment shall be made as of the first\nday of the second month next preceding the month in which its annual\nregistration fee was due prior to the conversion or domestication and (ii) for a\ndomestic corporation that became a domestic corporation by conversion from a\ndomestic or foreign limited partnership or business trust, except as provided in\nsubsection A, the assessment shall be made as of the first day of the second\nmonth next preceding the month in which the domestic corporation was originally\nincorporated, organized, or formed as an entity. In any year in which a\ncorporation’s annual registration fee due date is extended pursuant to\nsubsection A, the annual registration fee assessment shall be increased by a\nprorated amount to cover the period of extension. A statement of the assessment,\nwhen made, shall be forwarded by the clerk of the Commission to the Comptroller\nand to each such corporation.\n\nC. Any domestic or foreign corporation that fails to pay the annual registration\nfee herein imposed within the time prescribed shall incur a penalty of 10\npercent of the annual registration fee, or $10, whichever is greater, which\nshall be added to the amount of the annual registration fee due. The penalty\nshall be in addition to any other penalty or liability imposed by law.\n\nD. The fees paid into the state treasury under this section shall be set aside\nas a special fund to be used only by the Commission as it deems necessary to\ndefray all costs of staffing, maintaining and operating the office of the clerk\nof the Commission, together with all other costs incurred by the Commission in\nsupervising, implementing and administering the provisions of Part 5 (§\n8.9A-501 et seq.) of Title 8.9A, this title, except for Chapters 5 (§\n13.1-501 et seq.) and 8 (§ 13.1-557 et seq.) and Article 7 (§ 55.1-653\net seq.) of Chapter 6 of Title 55.1, provided that one-half of the fees\ncollected shall be credited to the general fund. The excess of fees collected\nover the projected costs of administration in the next fiscal year shall be paid\ninto the general fund prior to the close of the fiscal year.\n\nHISTORY: 1988, c. 405; 1991, c. 311; 1997, c. 216; 2005, c. 765; 2010, c. 753;\n2021, 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}}