{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-936.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-936.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-936.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-936.1.html"}],"law_id":54764,"edition_id":1,"section_id":54764,"structure_id":13756,"section_number":"13.1-936.1","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; 2007, c. 925; 2010, c. 753; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nEvery domestic corporation and every foreign corporation authorized to conduct its affairs 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 conduct its affairs in the Commonwealth, and by such date in each year thereafter, an annual registration fee of $25, provided that for a domestic corporation that became a domestic corporation by conversion from a domestic stock corporation or by domestication from a foreign corporation that was authorized to transact business in the Commonwealth at the time of the conversion or 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. 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\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. Nonstock corporations incorporated before 1970 that were not liable for the annual registration fee therefor shall not be liable for an annual registration fee hereafter.B\n\nEach year, the Commission shall ascertain from its records each domestic corporation and each foreign corporation authorized to conduct its affairs 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 shall assess against each such corporation the annual registration fee herein imposed. Notwithstanding the foregoing, for a domestic corporation that became a domestic corporation by conversion from a domestic stock corporation or by domestication from a foreign corporation that was authorized 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 preceding the month in which its annual registration fee was due prior to the conversion or domestication. 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, 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":201009,"text":"Every domestic corporation and every foreign corporation authorized to conduct its affairs 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 conduct its affairs in the Commonwealth, and by such date in each year thereafter, an annual registration fee of $25, provided that for a domestic corporation that became a domestic corporation by conversion from a domestic stock corporation or by domestication from a foreign corporation that was authorized to transact business in the Commonwealth at the time of the conversion or 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. 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\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. Nonstock corporations incorporated before 1970 that were not liable for the annual registration fee therefor shall not be liable for an annual registration fee hereafter.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":201010,"text":"Each year, the Commission shall ascertain from its records each domestic corporation and each foreign corporation authorized to conduct its affairs 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 shall assess against each such corporation the annual registration fee herein imposed. Notwithstanding the foregoing, for a domestic corporation that became a domestic corporation by conversion from a domestic stock corporation or by domestication from a foreign corporation that was authorized 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 preceding the month in which its annual registration fee was due prior to the conversion or domestication. 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":201011,"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, 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":201012,"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":13756,"edition_id":1,"name":"Records and Reports","identifier":"15","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:45:48","date_modified":"2026-06-26 03:45:48","permalink":{"id":147841,"object_type":"structure","relational_id":13756,"identifier":"15","token":"13.1\/10\/15","url":"\/13.1\/10\/15\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":74731,"structure_id":13756,"section_number":"13.1-932","catch_line":"Corporate records","url":"\/13.1-932\/","token":"13.1\/10\/15\/13.1-932","metadata":false},{"id":81847,"structure_id":13756,"section_number":"13.1-933","catch_line":"Inspection of records by members","url":"\/13.1-933\/","token":"13.1\/10\/15\/13.1-933","metadata":false},{"id":57882,"structure_id":13756,"section_number":"13.1-934","catch_line":"Scope of inspection right","url":"\/13.1-934\/","token":"13.1\/10\/15\/13.1-934","metadata":false},{"id":61672,"structure_id":13756,"section_number":"13.1-935","catch_line":"Court-ordered inspection","url":"\/13.1-935\/","token":"13.1\/10\/15\/13.1-935","metadata":false},{"id":74469,"structure_id":13756,"section_number":"13.1-935.1","catch_line":"Inspection of records by directors","url":"\/13.1-935.1\/","token":"13.1\/10\/15\/13.1-935.1","metadata":false},{"id":55339,"structure_id":13756,"section_number":"13.1-936","catch_line":"Annual report of domestic and foreign corporations","url":"\/13.1-936\/","token":"13.1\/10\/15\/13.1-936","metadata":false},{"id":54764,"structure_id":13756,"section_number":"13.1-936.1","catch_line":"Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely","url":"\/13.1-936.1\/","token":"13.1\/10\/15\/13.1-936.1","metadata":false},{"id":66426,"structure_id":13756,"section_number":"13.1-936.2","catch_line":"Collection of unpaid bills for registration fees","url":"\/13.1-936.2\/","token":"13.1\/10\/15\/13.1-936.2","metadata":false}],"previous_section":{"id":55339,"structure_id":13756,"section_number":"13.1-936","catch_line":"Annual report of domestic and foreign corporations","url":"\/13.1-936\/","token":"13.1\/10\/15\/13.1-936","metadata":false},"next_section":{"id":66426,"structure_id":13756,"section_number":"13.1-936.2","catch_line":"Collection of unpaid bills for registration fees","url":"\/13.1-936.2\/","token":"13.1\/10\/15\/13.1-936.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-936.1\/","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 2007, chapter 925<\/a>; in 2010, chapter 753<\/a>.<\/p>","references":[{"id":68600,"section_number":"13.1-815","catch_line":"Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions","order_by":null,"url":"\/13.1-815\/"},{"id":68819,"section_number":"13.1-930","catch_line":"Automatic revocation of certificate of authority","order_by":null,"url":"\/13.1-930\/"}],"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":147867,"object_type":"law","relational_id":54764,"identifier":"13.1-936.1","token":"13.1\/10\/15\/13.1-936.1","url":"\/13.1-936.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-936.1\/","token":"13.1\/10\/15\/13.1-936.1","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 13.1-936.1","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 conduct its affairs 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 conduct its affairs in the Commonwealth, and by such date in each year thereafter, an annual registration fee of $25, provided that for a domestic corporation<\/span> that became a domestic corporation<\/span> by conversion from a domestic stock corporation<\/span> or by domestication from a foreign corporation<\/span> that was authorized to transact business<\/span> in the Commonwealth at the time of the conversion or 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. 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\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. Nonstock corporations<\/span> incorporated before 1970 that were not liable for the annual registration fee therefor shall not be liable for an annual registration fee hereafter. <\/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 corporation<\/span> and each foreign corporation<\/span> authorized to conduct its affairs 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<\/span> in the Commonwealth and shall assess against each such corporation the annual registration fee herein imposed. Notwithstanding the foregoing, for a domestic corporation<\/span> that became a domestic corporation<\/span> by conversion from a domestic stock corporation<\/span> or by domestication from a foreign corporation<\/span> that was authorized to transact business<\/span> in the Commonwealth at the time of the domestication, the assessment shall be made as of the first day of the second month preceding the month in which its annual registration fee was due prior to the conversion or domestication. 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, 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 13.1-936.1)\n\nA. Every domestic corporation and every foreign corporation authorized to\nconduct its affairs 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 conduct its affairs in the Commonwealth, and\nby such date in each year thereafter, an annual registration fee of $25,\nprovided that for a domestic corporation that became a domestic corporation by\nconversion from a domestic stock corporation or by domestication from a foreign\ncorporation that was authorized to transact business in the Commonwealth at the\ntime of the conversion or domestication, the annual registration fee shall be\npaid each year on or before the date on which its annual registration fee was\ndue prior to the conversion or domestication. At the discretion of the\nCommission, the annual registration fee due date for a corporation may be\nextended, on a monthly basis for a period of not less than one month nor more\nthan 11 months, at the request of its registered agent of record or as may be\nnecessary to distribute annual registration fee due dates of corporations as\nequally as practicable throughout the year on a monthly basis.\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. Nonstock corporations incorporated before 1970 that were not liable\nfor the annual registration fee therefor shall not be liable for an annual\nregistration fee hereafter.\n\nB. Each year, the Commission shall ascertain from its records each domestic\ncorporation and each foreign corporation authorized to conduct its affairs in\nthe Commonwealth, as of the first day of the second month next preceding the\nmonth in which it was incorporated or authorized to transact business in the\nCommonwealth and shall assess against each such corporation the annual\nregistration fee herein imposed. Notwithstanding the foregoing, for a domestic\ncorporation that became a domestic corporation by conversion from a domestic\nstock corporation or by domestication from a foreign corporation that was\nauthorized to transact business in the Commonwealth at the time of the\ndomestication, the assessment shall be made as of the first day of the second\nmonth preceding the month in which its annual registration fee was due prior to\nthe conversion or domestication. In any year in which a corporation’s\nannual registration fee due date is extended pursuant to subsection A, the\nannual registration fee assessment shall be increased by a prorated amount to\ncover the period of extension. A statement of the assessment, when made, shall\nbe forwarded by the clerk of the Commission to the Comptroller and to each such\ncorporation.\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,\nwhich shall be added to the amount of the annual registration fee due. The\npenalty shall 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; 2007, c. 925; 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}}