{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/58.1-402.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/58.1-402.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/58.1-402.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/58.1-402.html"}],"law_id":56970,"edition_id":1,"section_id":56970,"structure_id":13460,"section_number":"58.1-402","catch_line":"Virginia taxable income","history":"Code 1950, \u00a7\u00a7 58-151.013, 58-151.032; 1971, Ex. Sess., c. 171; 1972, cc. 310, 827; 1973, cc. 198, 345, 458; 1974, cc. 320, 682; 1975, cc. 46, 50; 1976, cc. 528, 694, 781; 1977, cc. 297, 612; 1978, cc. 67, 158, 783, 785; 1979, cc. 226, 371, 596; 1981, cc. 402, 414; 1982, c. 633; 1983, cc. 452, 472; 1984, cc. 153, 162, 636, 672, 674, 675, 729; 1985, cc. 221, 465; 1987, c. 484; 1989, cc. 39, 639; 1992, c. 678; 1994, c. 590; 1997, c. 106; 1998, c. 874; 1999, cc. 339, 971; 2000, cc. 419, 1021, 1039; 2003, cc. 3, 58, 209; 2004, Sp. Sess. I, c. 3; 2006, c. 214; 2008, cc. 149, 211; 2009, cc. 426, 508, 558; 2010, cc. 802, 830; 2011, c. 851; 2012, cc. 96, 256; 2015, cc. 248, 335, 336; 2016, cc. 304, 342, 391; 2017, c. 762; 2018, c. 821; 2019, cc. 17, 18, 270; 2020, c. 738; 2021, Sp. Sess. I, cc. 117, 118, 552; 2022, cc. 3, 19, 648; 2022, Sp. Sess. I, c. 1; 2023, Sp. Sess. I, c. 1; 2025, cc. 615, 658.","full_text":"A\n\nFor purposes of this article, Virginia taxable income for a taxable year means the federal taxable income and any other income taxable to the corporation under federal law for such year of a corporation adjusted as provided in subsections B, C, D, E, G, H, and I.\n\t\t\tFor a regulated investment company and a real estate investment trust, such term means the “investment company taxable income” and “real estate investment trust taxable income,” respectively, to which shall be added in each case any amount of capital gains and any other income taxable to the corporation under federal law which shall be further adjusted as provided in subsections B, C, D, E, G, H, and I.B\n\nThere shall be added to the extent excluded from federal taxable income:1\n\nInterest, less related expenses to the extent not deducted in determining federal taxable income, on obligations of any state other than Virginia, or of a political subdivision of any such other state unless created by compact or agreement to which the Commonwealth is a party;2\n\nInterest or dividends, less related expenses to the extent not deducted in determining federal taxable income, on obligations or securities of any authority, commission or instrumentality of the United States, which the laws of the United States exempt from federal income tax but not from state income taxes;3\n\n[Repealed.]4\n\nThe amount of any net income taxes and other taxes, including franchise and excise taxes, which are based on, measured by, or computed with reference to net income, imposed by the Commonwealth or any other taxing jurisdiction, to the extent deducted in determining federal taxable income;5\n\nUnrelated business taxable income as defined by § 512 of the Internal Revenue Code;6\n\n[Repealed.]7\n\nThe amount required to be included in income for the purpose of computing the partial tax on an accumulation distribution pursuant to § 667 of the Internal Revenue Code;8\n\na. For taxable years beginning on and after January 1, 2004, the amount of any intangible expenses and costs directly or indirectly paid, accrued, or incurred to, or in connection directly or indirectly with one or more direct or indirect transactions with one or more related members to the extent such expenses and costs were deductible or deducted in computing federal taxable income for Virginia purposes. This addition shall not be required for any portion of the intangible expenses and costs if one of the following applies:1\n\nThe corresponding item of income received by the related member is subject to a tax based on or measured by net income or capital imposed by Virginia, another state, or a foreign government that has entered into a comprehensive tax treaty with the United States government;2\n\nThe related member derives at least one-third of its gross revenues from the licensing of intangible property to parties who are not related members, and the transaction giving rise to the expenses and costs between the corporation and the related member was made at rates and terms comparable to the rates and terms of agreements that the related member has entered into with parties who are not related members for the licensing of intangible property; or3\n\nThe corporation can establish to the satisfaction of the Tax Commissioner that the intangible expenses and costs meet both of the following: (i) the related member during the same taxable year directly or indirectly paid, accrued or incurred such portion to a person who is not a related member, and (ii) the transaction giving rise to the intangible expenses and costs between the corporation and the related member did not have as a principal purpose the avoidance of any portion of the tax due under this chapter.\n\t\t\t\t\tb. A corporation required to add to its federal taxable income intangible expenses and costs pursuant to subdivision a may petition the Tax Commissioner, after filing the related income tax return for the taxable year and remitting to the Tax Commissioner all taxes, penalties, and interest due under this article for such taxable year including tax upon any amount of intangible expenses and costs required to be added to federal taxable income pursuant to subdivision a, to consider evidence relating to the transaction or transactions between the corporation and a related member or members that resulted in the corporation’s taxable income being increased, as required under subdivision a, for such intangible expenses and costs.\n\t\t\t\t\tIf the corporation can demonstrate to the Tax Commissioner’s sole satisfaction, by clear and convincing evidence, that the transaction or transactions between the corporation and a related member or members resulting in such increase in taxable income pursuant to subdivision a had a valid business purpose other than the avoidance or reduction of the tax due under this chapter, the Tax Commissioner shall permit the corporation to file an amended return. For purposes of such amended return, the requirements of subdivision a shall not apply to any transaction for which the Tax Commissioner is satisfied (and has identified) that the transaction had a valid business purpose other than the avoidance or reduction of the tax due under this chapter. Such amended return shall be filed by the corporation within one year of the written permission granted by the Tax Commissioner and any refund of the tax imposed under this article shall include interest at a rate equal to the rate of interest established under § 58.1-15 and such interest shall accrue as provided under § 58.1-1833. However, upon the filing of such amended return, any related member of the corporation that subtracted from taxable income amounts received pursuant to subdivision C 21 shall be subject to the tax imposed under this article on that portion of such amounts for which the corporation has filed an amended return pursuant to this subdivision. In addition, for such transactions identified by the Tax Commissioner herein by which he has been satisfied by clear and convincing evidence, the Tax Commissioner may permit the corporation in filing income tax returns for subsequent taxable years to deduct the related intangible expenses and costs without making the adjustment under subdivision a.\n\t\t\t\t\tThe Tax Commissioner may charge a fee for all direct and indirect costs relating to the review of any petition pursuant to this subdivision, to include costs necessary to secure outside experts in evaluating the petition. The Tax Commissioner may condition the review of any petition pursuant to this subdivision upon payment of such fee.\n\t\t\t\t\tNo suit for the purpose of contesting any action of the Tax Commissioner under this subdivision shall be maintained in any court of this Commonwealth.\n\t\t\t\t\tc. Nothing in subdivision B 8 shall be construed to limit or negate the Department’s authority under § 58.1-446;9\n\na. For taxable years beginning on and after January 1, 2004, the amount of any interest expenses and costs directly or indirectly paid, accrued, or incurred to, or in connection directly or indirectly with one or more direct or indirect transactions with one or more related members to the extent such expenses and costs were deductible or deducted in computing federal taxable income for Virginia purposes. This addition shall not be required for any portion of the interest expenses and costs, if:1\n\nThe related member has substantial business operations relating to interest-generating activities, in which the related member pays expenses for at least five full-time employees who maintain, manage, defend or are otherwise responsible for operations or administration relating to the interest-generating activities; and2\n\nThe interest expenses and costs are not directly or indirectly for, related to or in connection with the direct or indirect acquisition, maintenance, management, sale, exchange, or disposition of intangible property; and3\n\nThe transaction giving rise to the expenses and costs between the corporation and the related member has a valid business purpose other than the avoidance or reduction of taxation and payments between the parties are made at arm’s length rates and terms; and4\n\nOne of the following applies:i\n\nThe corresponding item of income received by the related member is subject to a tax based on or measured by net income or capital imposed by Virginia, another state, or a foreign government that has entered into a comprehensive tax treaty with the United States government;ii\n\nPayments arise pursuant to a pre-existing contract entered into when the parties were not related members provided the payments continue to be made at arm’s length rates and terms;iii\n\nThe related member engages in transactions with parties other than related members that generate revenue in excess of $2 million annually; oriv\n\nThe transaction giving rise to the interest payments between the corporation and a related member was done at arm’s length rates and terms and meets any of the following: (a) the related member uses funds that are borrowed from a party other than a related member or that are paid, incurred or passed-through to a person who is not a related member; (b) the debt is part of a regular and systematic funds management or portfolio investment activity conducted by the related member, whereby the funds of two or more related members are aggregated for the purpose of achieving economies of scale, the internal financing of the active business operations of members, or the benefit of centralized management of funds; (c) financing the expansion of the business operations; or (d) restructuring the debt of related members, or the pass-through of acquisition-related indebtedness to related members.\n\t\t\t\t\t\t\tb. A corporation required to add to its federal taxable income interest expenses and costs pursuant to subdivision a may petition the Tax Commissioner, after filing the related income tax return for the taxable year and remitting to the Tax Commissioner all taxes, penalties, and interest due under this article for such taxable year including tax upon any amount of interest expenses and costs required to be added to federal taxable income pursuant to subdivision a, to consider evidence relating to the transaction or transactions between the corporation and a related member or members that resulted in the corporation’s taxable income being increased, as required under subdivision a, for such interest expenses and costs.\n\t\t\t\t\t\t\tIf the corporation can demonstrate to the Tax Commissioner’s sole satisfaction, by clear and convincing evidence, that the transaction or transactions between the corporation and a related member or members resulting in such increase in taxable income pursuant to subdivision a had a valid business purpose other than the avoidance or reduction of the tax due under this chapter and that the related payments between the parties were made at arm’s length rates and terms, the Tax Commissioner shall permit the corporation to file an amended return. For purposes of such amended return, the requirements of subdivision a shall not apply to any transaction for which the Tax Commissioner is satisfied (and has identified) that the transaction had a valid business purpose other than the avoidance or reduction of the tax due under this chapter and that the related payments between the parties were made at arm’s length rates and terms. Such amended return shall be filed by the corporation within one year of the written permission granted by the Tax Commissioner and any refund of the tax imposed under this article shall include interest at a rate equal to the rate of interest established under § 58.1-15 and such interest shall accrue as provided under § 58.1-1833. However, upon the filing of such amended return, any related member of the corporation that subtracted from taxable income amounts received pursuant to subdivision C 21 shall be subject to the tax imposed under this article on that portion of such amounts for which the corporation has filed an amended return pursuant to this subdivision. In addition, for such transactions identified by the Tax Commissioner herein by which he has been satisfied by clear and convincing evidence, the Tax Commissioner may permit the corporation in filing income tax returns for subsequent taxable years to deduct the related interest expenses and costs without making the adjustment under subdivision a.\n\t\t\t\t\t\t\tThe Tax Commissioner may charge a fee for all direct and indirect costs relating to the review of any petition pursuant to this subdivision, to include costs necessary to secure outside experts in evaluating the petition. The Tax Commissioner may condition the review of any petition pursuant to this subdivision upon payment of such fee.\n\t\t\t\t\t\t\tNo suit for the purpose of contesting any action of the Tax Commissioner under this subdivision shall be maintained in any court of this Commonwealth.\n\t\t\t\t\t\t\tc. Nothing in subdivision B 9 shall be construed to limit or negate the Department’s authority under § 58.1-446.\n\t\t\t\t\t\t\td. For purposes of subdivision B 9:\n\t\t\t\t\t\t\t“Arm’s-length rates and terms” means that (i) two or more related members enter into a written agreement for the transaction, (ii) such agreement is of a duration and contains payment terms substantially similar to those that the related member would be able to obtain from an unrelated entity, (iii) the interest is at or below the applicable federal rate compounded annually for debt instruments under § 1274(d) of the Internal Revenue Code that was in effect at the time of the agreement, and (iv) the borrower or payor adheres to the payment terms of the agreement governing the transaction or any amendments thereto.\n\t\t\t\t\t\t\t“Valid business purpose” means one or more business purposes that alone or in combination constitute the motivation for some business activity or transaction, which activity or transaction improves, apart from tax effects, the economic position of the taxpayer, as further defined by regulation.10\n\na. For taxable years beginning on and after January 1, 2009, the amount of dividends deductible under \u00a7\u00a7 561 and 857 of the Internal Revenue Code by a Captive Real Estate Investment Trust (REIT). For purposes of this subdivision, a REIT is a Captive REIT if:1\n\nIt is not regularly traded on an established securities market;2\n\nMore than 50 percent of the voting power or value of beneficial interests or shares of which, at any time during the last half of the taxable year, is owned or controlled, directly or indirectly, by a single entity that is (i) a corporation or an association taxable as a corporation under the Internal Revenue Code; and (ii) not exempt from federal income tax pursuant to § 501(a) of the Internal Revenue Code; and3\n\nMore than 25 percent of its income consists of rents from real property as defined in § 856(d) of the Internal Revenue Code.\n\t\t\t\t\tb. For purposes of applying the ownership test of subdivision 10 a (2), the following entities shall not be considered a corporation or an association taxable as a corporation:1\n\nAny REIT that is not treated as a Captive REIT;2\n\nAny REIT subsidiary under § 856 of the Internal Revenue Code other than a qualified REIT subsidiary of a Captive REIT;3\n\nAny Listed Australian Property Trust, or an entity organized as a trust, provided that a Listed Australian Property Trust owns or controls, directly or indirectly, 75 percent or more of the voting or value of the beneficial interests or shares of such trust; and4\n\nAny Qualified Foreign Entity.\n\t\t\t\t\tc. For purposes of subdivision B 10, the constructive ownership rules prescribed under § 318(a) of the Internal Revenue Code, as modified by § 856(d)(5) of the Internal Revenue Code, shall apply in determining the ownership of stock, assets, or net profits of any person.\n\t\t\t\t\td. For purposes of subdivision B 10:\n\t\t\t\t\t“Listed Australian Property Trust” means an Australian unit trust registered as a Management Investment Scheme, pursuant to the Australian Corporations Act, in which the principal class of units is listed on a recognized stock exchange in Australia and is regularly traded on an established securities market.\n\t\t\t\t\t“Qualified Foreign Entity” means a corporation, trust, association or partnership organized outside the laws of the United States and that satisfies all of the following criteria:1\n\nAt least 75 percent of the entity’s total asset value at the close of its taxable year is represented by real estate assets, as defined in § 856(c)(5)(B) of the Internal Revenue Code, thereby including shares or certificates of beneficial interest in any REIT, cash and cash equivalents, and U.S. Government securities;2\n\nThe entity is not subject to a tax on amounts distributed to its beneficial owners, or is exempt from entity level tax;3\n\nThe entity distributes, on an annual basis, at least 85 percent of its taxable income, as computed in the jurisdiction in which it is organized, to the holders of its shares or certificates of beneficial interest;4\n\nThe shares or certificates of beneficial interest of such entity are regularly traded on an established securities market or, if not so traded, not more than 10 percent of the voting power or value in such entity is held directly, indirectly, or constructively by a single entity or individual; and5\n\nThe entity is organized in a country that has a tax treaty with the United States.\n\t\t\t\t\te. For taxable years beginning on or after January 1, 2016, for purposes of subdivision B 10, any voting power or value of the beneficial interests or shares in a REIT that is held in a segregated asset account of a life insurance corporation as described in § 817 of the Internal Revenue Code shall not be taken into consideration when determining if such REIT is a Captive REIT.11\n\nFor taxable years beginning on or after January 1, 2016, to the extent that tax credit is allowed for the same donation pursuant to § 58.1-439.12:12, any amount claimed as a federal income tax deduction for such donation under § 170 of the Internal Revenue Code, as amended or renumbered.C\n\nThere shall be subtracted to the extent included in and not otherwise subtracted from federal taxable income:1\n\nIncome derived from obligations, or on the sale or exchange of obligations, of the United States and on obligations or securities of any authority, commission or instrumentality of the United States to the extent exempt from state income taxes under the laws of the United States including, but not limited to, stocks, bonds, treasury bills, and treasury notes, but not including interest on refunds of federal taxes, interest on equipment purchase contracts, or interest on other normal business transactions.2\n\nIncome derived from obligations, or on the sale or exchange of obligations of this Commonwealth or of any political subdivision or instrumentality of this Commonwealth.3\n\nDividends upon stock in any domestic international sales corporation, as defined by § 992 of the Internal Revenue Code, 50 percent or more of the income of which was assessable for the preceding year, or the last year in which such corporation has income, under the provisions of the income tax laws of the Commonwealth.4\n\nThe amount of any refund or credit for overpayment of income taxes imposed by this Commonwealth or any other taxing jurisdiction.5\n\nAny amount included therein by the operation of the provisions of § 78 of the Internal Revenue Code (foreign dividend gross-up).6\n\nThe amount of wages or salaries eligible for the federal Targeted Jobs Credit which was not deducted for federal purposes on account of the provisions of § 280C(a) of the Internal Revenue Code.7\n\nAny amount included therein by the operation of § 951 of the Internal Revenue Code (subpart F income) or, for taxable years beginning on and after January 1, 2018, § 951A of the Internal Revenue Code (Global Intangible Low-Taxed Income).8\n\nAny amount included therein which is foreign source income as defined in § 58.1-302.9\n\n[Repealed.]10\n\nThe amount of any dividends received from corporations in which the taxpaying corporation owns 50 percent or more of the voting stock.11\n\n[Repealed.]\n\t\t\t\t12, 13. [Expired.]14\n\nFor taxable years beginning on or after January 1, 1995, the amount for “qualified research expenses” or “basic research expenses” eligible for deduction for federal purposes, but which were not deducted, on account of the provisions of § 280C(c) of the Internal Revenue Code.15\n\nFor taxable years beginning on or after January 1, 2000, the total amount actually contributed in funds to the Virginia Public School Construction Grants Program and Fund established in Chapter 11.1 (§ 22.1-175.1 et seq.) of Title 22.1.16\n\nFor taxable years beginning on or after January 1, 2000, but before January 1, 2015, the gain derived from the sale or exchange of real property or the sale or exchange of an easement to real property which results in the real property or the easement thereto being devoted to open-space use, as that term is defined in § 58.1-3230, for a period of time not less than 30 years. To the extent a subtraction is taken in accordance with this subdivision, no tax credit under this chapter for donating land for its preservation shall be allowed for three years following the year in which the subtraction is taken.17\n\nFor taxable years beginning on and after January 1, 2001, any amount included therein with respect to § 58.1-440.1.18\n\nFor taxable years beginning on and after January 1, 1999, income received as a result of (i) the “Master Settlement Agreement,” as defined in § 3.2-3100; and (ii) the National Tobacco Grower Settlement Trust dated July 19, 1999, by (a) tobacco farming businesses; (b) any business holding a tobacco marketing quota, or tobacco farm acreage allotment, under the Agricultural Adjustment Act of 1938; or (c) any business having the right to grow tobacco pursuant to such a quota allotment.\n\t\t\t\t19, 20. [Repealed.]21\n\nFor taxable years beginning on and after January 1, 2004, any amount of intangible expenses and costs or interest expenses and costs added to the federal taxable income of a corporation pursuant to subdivision B 8 or B 9 shall be subtracted from the federal taxable income of the related member that received such amount if such related member is subject to Virginia income tax on the same amount.22\n\nFor taxable years beginning on and after January 1, 2009, any gain recognized from the sale of launch services to space flight participants, as defined in 49 U.S.C. § 70102, or launch services intended to provide individuals the training or experience of a launch, without performing an actual launch. To qualify for a deduction under this subdivision, launch services must be performed in Virginia or originate from an airport or spaceport in Virginia.23\n\nFor taxable years beginning on and after January 1, 2009, any gain recognized as a result of resupply services contracts for delivering payload, as defined in 49 U.S.C. § 70102, entered into with the Commercial Orbital Transportation Services division of the National Aeronautics and Space Administration or other space flight entity, as defined in § 8.01-227.8, and launched from an airport or spaceport in Virginia.24\n\nFor taxable years beginning on or after January 1, 2011, any income taxed as a long-term capital gain for federal income tax purposes, or any income taxed as investment services partnership interest income (otherwise known as investment partnership carried interest income) for federal income tax purposes. To qualify for a subtraction under this subdivision, such income must be attributable to an investment in a “qualified business,” as defined in § 58.1-339.4, or in any other technology business approved by the Secretary of Administration, provided the business has its principal office or facility in the Commonwealth and less than $3 million in annual revenues in the fiscal year prior to the investment. To qualify for a subtraction under this subdivision, the investment must be made between the dates of April 1, 2010, and June 30, 2020. No taxpayer who has claimed a tax credit for an investment in a “qualified business” under § 58.1-339.4 shall be eligible for the subtraction under this subdivision for an investment in the same business.25\n\na. Income, including investment services partnership interest income (otherwise known as investment partnership carried interest income), attributable to an investment in a Virginia venture capital account. To qualify for a subtraction under this subdivision, the investment shall be made on or after January 1, 2018, but before December 31, 2023. No subtraction shall be allowed under this subdivision for an investment in a company that is owned or operated by an affiliate of the taxpayer. No subtraction shall be allowed under this subdivision for a taxpayer who has claimed a subtraction under subdivision C 24 for the same investment.\n\t\t\t\tb. As used in this subdivision 25:\n\t\t\t\t“Qualified portfolio company” means a company that (i) has its principal place of business in the Commonwealth; (ii) has a primary purpose of production, sale, research, or development of a product or service other than the management or investment of capital; and (iii) provides equity in the company to the Virginia venture capital account in exchange for a capital investment. “Qualified portfolio company” does not include a company that is an individual or sole proprietorship.\n\t\t\t\t“Virginia venture capital account” means an investment fund that has been certified by the Department as a Virginia venture capital account. In order to be certified as a Virginia venture capital account, the operator of the investment fund shall register the investment fund with the Department prior to December 31, 2023, (i) indicating that it intends to invest at least 50 percent of the capital committed to its fund in qualified portfolio companies and (ii) providing documentation that it employs at least one investor who has at least four years of professional experience in venture capital investment or substantially equivalent experience. “Substantially equivalent experience” includes, but is not limited to, an undergraduate degree from an accredited college or university in economics, finance, or a similar field of study. The Department may require an investment fund to provide documentation of the investor’s training, education, or experience as deemed necessary by the Department to determine substantial equivalency. If the Department determines that the investment fund employs at least one investor with the experience set forth herein, the Department shall certify the investment fund as a Virginia venture capital account at such time as the investment fund actually invests at least 50 percent of the capital committed to its fund in qualified portfolio companies.26\n\na. Income attributable to an investment in a Virginia real estate investment trust. To qualify for a subtraction under this subdivision, the investment shall be made on or after January 1, 2019, but before December 31, 2024. No subtraction shall be allowed for an investment in a trust that is managed by an affiliate of the taxpayer. No subtraction shall be allowed under this subdivision for a taxpayer who has claimed a subtraction under subdivision C 24 or 25 for the same investment.\n\t\t\t\tb. As used in this subdivision 26:\n\t\t\t\t“Distressed” means satisfying the criteria applicable to a locality described in subdivision E 2 of § 2.2-115.\n\t\t\t\t“Double distressed” means satisfying the criteria applicable to a locality described in subdivision E 3 of § 2.2-115.\n\t\t\t\t“Virginia real estate investment trust” means a real estate investment trust, as defined in 26 U.S.C. § 856, that has been certified by the Department as a Virginia real estate investment trust. In order to be certified as a Virginia real estate investment trust, the trustee shall register the trust with the Department prior to December 31, 2024, indicating that it intends to invest at least 90 percent of trust funds in Virginia and at least 40 percent of trust funds in real estate in localities that are distressed or double distressed. If the Department determines that the trust satisfies the preceding criteria, the Department shall certify the trust as a Virginia real estate investment trust at such time as the trust actually invests at least 90 percent of trust funds in Virginia and at least 40 percent of trust funds in real estate in localities that are distressed or double distressed.27\n\nFor taxable years beginning on and after January 1, 2019, any gain recognized from the taking of real property by condemnation proceedings.28\n\nFor taxable years beginning before January 1, 2021, up to $100,000 of all grant funds received by the taxpayer under the Rebuild Virginia program established by the Governor and administered by the Department of Small Business and Supplier Diversity.D\n\nFor taxable years beginning on and after January 1, 2006, there shall be subtracted from federal taxable income contract payments to a producer of quota tobacco or a tobacco quota holder as provided under the American Jobs Creation Act of 2004 (P.L. 108-357) as follows:1\n\nIf the payment is received in installment payments, then the recognized gain, including any gain recognized in taxable year 2005, may be subtracted in the taxable year immediately following the year in which the installment payment is received.2\n\nIf the payment is received in a single payment, then 10 percent of the recognized gain may be subtracted in the taxable year immediately following the year in which the single payment is received. The taxpayer may then deduct an equal amount in each of the nine succeeding taxable years.E\n\nAdjustments to federal taxable income shall be made to reflect the transitional modifications provided in § 58.1-315.F\n\nNotwithstanding any other provision of law, the income from any disposition of real property which is held by the taxpayer for sale to customers in the ordinary course of the taxpayer’s trade or business, as defined in § 453(l)(1)(B) of the Internal Revenue Code, of property made on or after January 1, 2009, may, at the election of the taxpayer, be recognized under the installment method described under § 453 of the Internal Revenue Code, provided that (i) the election relating to the dealer disposition of the property has been made on or before the due date prescribed by law (including extensions) for filing the taxpayer’s return of the tax imposed under this chapter for the taxable year in which the disposition occurs, and (ii) the dealer disposition is in accordance with restrictions or conditions established by the Department, which shall be set forth in guidelines developed by the Department. Along with such restrictions or conditions, the guidelines shall also address the recapture of such income under certain circumstances. The development of the guidelines shall be exempt from the Administrative Process Act (§ 2.2-4000 et seq.).G\n\nThere shall be deducted to the extent included in and not otherwise subtracted from federal taxable income a percentage of the business interest disallowed as a deduction pursuant to \u00a7 163(j) of the Internal Revenue Code in the amount of:1\n\n20 percent for taxable years beginning on and after January 1, 2018, but before January 1, 2022;2\n\n30 percent for taxable years beginning on and after January 1, 2022, but before January 1, 2024; and3\n\n50 percent for taxable years beginning on and after January 1, 2024.\n\t\t\t\tFor purposes of subsection G, “business interest” means the same as that term is defined under § 163(j) of the Internal Revenue Code.H\n\nFor taxable years beginning before January 1, 2021, there shall be deducted to the extent not otherwise subtracted from federal taxable income up to $100,000 of the amount that is not deductible when computing federal taxable income solely on account of the portion of subdivision B 10 of § 58.1-301 related to Paycheck Protection Program loans.I\n\nFor taxable years beginning on and after January 1, 2026, there shall be deducted the amount paid or cost incurred for installing a qualifying upgrade required to interconnect a triggering project. No deduction shall be allowed under this section for a taxpayer who has claimed a deduction under subdivision 19 of § 58.1-322.03 for the same amount paid or cost incurred to install such qualifying upgrade.\n\t\t\tFor purposes of this subsection, “qualifying upgrade” and “triggering project” have the same meanings as provided for those terms in § 56-596.5.","order_by":null,"text":{"0":{"id":208615,"text":"For purposes of this article, Virginia taxable income for a taxable year means the federal taxable income and any other income taxable to the corporation under federal law for such year of a corporation adjusted as provided in subsections B, C, D, E, G, H, and I.\n\t\t\tFor a regulated investment company and a real estate investment trust, such term means the “investment company taxable income” and “real estate investment trust taxable income,” respectively, to which shall be added in each case any amount of capital gains and any other income taxable to the corporation under federal law which shall be further adjusted as provided in subsections B, C, D, E, G, H, and I.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":208616,"text":"There shall be added to the extent excluded from federal taxable income:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":208617,"text":"Interest, less related expenses to the extent not deducted in determining federal taxable income, on obligations of any state other than Virginia, or of a political subdivision of any such other state unless created by compact or agreement to which the Commonwealth is a party;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":208618,"text":"Interest or dividends, less related expenses to the extent not deducted in determining federal taxable income, on obligations or securities of any authority, commission or instrumentality of the United States, which the laws of the United States exempt from federal income tax but not from state income taxes;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":208619,"text":"[Repealed.]","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":208620,"text":"The amount of any net income taxes and other taxes, including franchise and excise taxes, which are based on, measured by, or computed with reference to net income, imposed by the Commonwealth or any other taxing jurisdiction, to the extent deducted in determining federal taxable income;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":208621,"text":"Unrelated business taxable income as defined by § 512 of the Internal Revenue Code;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":208622,"text":"[Repealed.]","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"8":{"id":208623,"text":"The amount required to be included in income for the purpose of computing the partial tax on an accumulation distribution pursuant to § 667 of the Internal Revenue Code;","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"B8"},"9":{"id":208624,"text":"a. For taxable years beginning on and after January 1, 2004, the amount of any intangible expenses and costs directly or indirectly paid, accrued, or incurred to, or in connection directly or indirectly with one or more direct or indirect transactions with one or more related members to the extent such expenses and costs were deductible or deducted in computing federal taxable income for Virginia purposes. This addition shall not be required for any portion of the intangible expenses and costs if one of the following applies:","type":"section","prefixes":["B","8"],"prefix":"8","entire_prefix":"B8","prefix_anchor":"B8","level":2,"prior_prefix":"B7","next_prefix":"B81"},"10":{"id":208625,"text":"The corresponding item of income received by the related member is subject to a tax based on or measured by net income or capital imposed by Virginia, another state, or a foreign government that has entered into a comprehensive tax treaty with the United States government;","type":"section","prefixes":["B","8","1"],"prefix":"1","entire_prefix":"B81","prefix_anchor":"B81","level":3,"prior_prefix":"B8","next_prefix":"B82"},"11":{"id":208626,"text":"The related member derives at least one-third of its gross revenues from the licensing of intangible property to parties who are not related members, and the transaction giving rise to the expenses and costs between the corporation and the related member was made at rates and terms comparable to the rates and terms of agreements that the related member has entered into with parties who are not related members for the licensing of intangible property; or","type":"section","prefixes":["B","8","2"],"prefix":"2","entire_prefix":"B82","prefix_anchor":"B82","level":3,"prior_prefix":"B81","next_prefix":"B83"},"12":{"id":208627,"text":"The corporation can establish to the satisfaction of the Tax Commissioner that the intangible expenses and costs meet both of the following: (i) the related member during the same taxable year directly or indirectly paid, accrued or incurred such portion to a person who is not a related member, and (ii) the transaction giving rise to the intangible expenses and costs between the corporation and the related member did not have as a principal purpose the avoidance of any portion of the tax due under this chapter.\n\t\t\t\t\tb. A corporation required to add to its federal taxable income intangible expenses and costs pursuant to subdivision a may petition the Tax Commissioner, after filing the related income tax return for the taxable year and remitting to the Tax Commissioner all taxes, penalties, and interest due under this article for such taxable year including tax upon any amount of intangible expenses and costs required to be added to federal taxable income pursuant to subdivision a, to consider evidence relating to the transaction or transactions between the corporation and a related member or members that resulted in the corporation’s taxable income being increased, as required under subdivision a, for such intangible expenses and costs.\n\t\t\t\t\tIf the corporation can demonstrate to the Tax Commissioner’s sole satisfaction, by clear and convincing evidence, that the transaction or transactions between the corporation and a related member or members resulting in such increase in taxable income pursuant to subdivision a had a valid business purpose other than the avoidance or reduction of the tax due under this chapter, the Tax Commissioner shall permit the corporation to file an amended return. For purposes of such amended return, the requirements of subdivision a shall not apply to any transaction for which the Tax Commissioner is satisfied (and has identified) that the transaction had a valid business purpose other than the avoidance or reduction of the tax due under this chapter. Such amended return shall be filed by the corporation within one year of the written permission granted by the Tax Commissioner and any refund of the tax imposed under this article shall include interest at a rate equal to the rate of interest established under § 58.1-15 and such interest shall accrue as provided under § 58.1-1833. However, upon the filing of such amended return, any related member of the corporation that subtracted from taxable income amounts received pursuant to subdivision C 21 shall be subject to the tax imposed under this article on that portion of such amounts for which the corporation has filed an amended return pursuant to this subdivision. In addition, for such transactions identified by the Tax Commissioner herein by which he has been satisfied by clear and convincing evidence, the Tax Commissioner may permit the corporation in filing income tax returns for subsequent taxable years to deduct the related intangible expenses and costs without making the adjustment under subdivision a.\n\t\t\t\t\tThe Tax Commissioner may charge a fee for all direct and indirect costs relating to the review of any petition pursuant to this subdivision, to include costs necessary to secure outside experts in evaluating the petition. The Tax Commissioner may condition the review of any petition pursuant to this subdivision upon payment of such fee.\n\t\t\t\t\tNo suit for the purpose of contesting any action of the Tax Commissioner under this subdivision shall be maintained in any court of this Commonwealth.\n\t\t\t\t\tc. Nothing in subdivision B 8 shall be construed to limit or negate the Department’s authority under § 58.1-446;","type":"section","prefixes":["B","8","3"],"prefix":"3","entire_prefix":"B83","prefix_anchor":"B83","level":3,"prior_prefix":"B82","next_prefix":"B9"},"13":{"id":208628,"text":"a. For taxable years beginning on and after January 1, 2004, the amount of any interest expenses and costs directly or indirectly paid, accrued, or incurred to, or in connection directly or indirectly with one or more direct or indirect transactions with one or more related members to the extent such expenses and costs were deductible or deducted in computing federal taxable income for Virginia purposes. This addition shall not be required for any portion of the interest expenses and costs, if:","type":"section","prefixes":["B","9"],"prefix":"9","entire_prefix":"B9","prefix_anchor":"B9","level":2,"prior_prefix":"B83","next_prefix":"B91"},"14":{"id":208629,"text":"The related member has substantial business operations relating to interest-generating activities, in which the related member pays expenses for at least five full-time employees who maintain, manage, defend or are otherwise responsible for operations or administration relating to the interest-generating activities; and","type":"section","prefixes":["B","9","1"],"prefix":"1","entire_prefix":"B91","prefix_anchor":"B91","level":3,"prior_prefix":"B9","next_prefix":"B92"},"15":{"id":208630,"text":"The interest expenses and costs are not directly or indirectly for, related to or in connection with the direct or indirect acquisition, maintenance, management, sale, exchange, or disposition of intangible property; and","type":"section","prefixes":["B","9","2"],"prefix":"2","entire_prefix":"B92","prefix_anchor":"B92","level":3,"prior_prefix":"B91","next_prefix":"B93"},"16":{"id":208631,"text":"The transaction giving rise to the expenses and costs between the corporation and the related member has a valid business purpose other than the avoidance or reduction of taxation and payments between the parties are made at arm’s length rates and terms; and","type":"section","prefixes":["B","9","3"],"prefix":"3","entire_prefix":"B93","prefix_anchor":"B93","level":3,"prior_prefix":"B92","next_prefix":"B94"},"17":{"id":208632,"text":"One of the following applies:","type":"section","prefixes":["B","9","4"],"prefix":"4","entire_prefix":"B94","prefix_anchor":"B94","level":3,"prior_prefix":"B93","next_prefix":"B94i"},"18":{"id":208633,"text":"The corresponding item of income received by the related member is subject to a tax based on or measured by net income or capital imposed by Virginia, another state, or a foreign government that has entered into a comprehensive tax treaty with the United States government;","type":"section","prefixes":["B","9","4","i"],"prefix":"i","entire_prefix":"B94i","prefix_anchor":"B94i","level":4,"prior_prefix":"B94","next_prefix":"B94iii"},"19":{"id":208634,"text":"Payments arise pursuant to a pre-existing contract entered into when the parties were not related members provided the payments continue to be made at arm’s length rates and terms;","type":"section","prefixes":["B","9","4","i","ii"],"prefix":"ii","entire_prefix":"B94iii","prefix_anchor":"B94iii","level":5,"prior_prefix":"B94i","next_prefix":"B94iiii"},"20":{"id":208635,"text":"The related member engages in transactions with parties other than related members that generate revenue in excess of $2 million annually; or","type":"section","prefixes":["B","9","4","i","iii"],"prefix":"iii","entire_prefix":"B94iiii","prefix_anchor":"B94iiii","level":5,"prior_prefix":"B94iii","next_prefix":"B94iiv"},"21":{"id":208636,"text":"The transaction giving rise to the interest payments between the corporation and a related member was done at arm’s length rates and terms and meets any of the following: (a) the related member uses funds that are borrowed from a party other than a related member or that are paid, incurred or passed-through to a person who is not a related member; (b) the debt is part of a regular and systematic funds management or portfolio investment activity conducted by the related member, whereby the funds of two or more related members are aggregated for the purpose of achieving economies of scale, the internal financing of the active business operations of members, or the benefit of centralized management of funds; (c) financing the expansion of the business operations; or (d) restructuring the debt of related members, or the pass-through of acquisition-related indebtedness to related members.\n\t\t\t\t\t\t\tb. A corporation required to add to its federal taxable income interest expenses and costs pursuant to subdivision a may petition the Tax Commissioner, after filing the related income tax return for the taxable year and remitting to the Tax Commissioner all taxes, penalties, and interest due under this article for such taxable year including tax upon any amount of interest expenses and costs required to be added to federal taxable income pursuant to subdivision a, to consider evidence relating to the transaction or transactions between the corporation and a related member or members that resulted in the corporation’s taxable income being increased, as required under subdivision a, for such interest expenses and costs.\n\t\t\t\t\t\t\tIf the corporation can demonstrate to the Tax Commissioner’s sole satisfaction, by clear and convincing evidence, that the transaction or transactions between the corporation and a related member or members resulting in such increase in taxable income pursuant to subdivision a had a valid business purpose other than the avoidance or reduction of the tax due under this chapter and that the related payments between the parties were made at arm’s length rates and terms, the Tax Commissioner shall permit the corporation to file an amended return. For purposes of such amended return, the requirements of subdivision a shall not apply to any transaction for which the Tax Commissioner is satisfied (and has identified) that the transaction had a valid business purpose other than the avoidance or reduction of the tax due under this chapter and that the related payments between the parties were made at arm’s length rates and terms. Such amended return shall be filed by the corporation within one year of the written permission granted by the Tax Commissioner and any refund of the tax imposed under this article shall include interest at a rate equal to the rate of interest established under § 58.1-15 and such interest shall accrue as provided under § 58.1-1833. However, upon the filing of such amended return, any related member of the corporation that subtracted from taxable income amounts received pursuant to subdivision C 21 shall be subject to the tax imposed under this article on that portion of such amounts for which the corporation has filed an amended return pursuant to this subdivision. In addition, for such transactions identified by the Tax Commissioner herein by which he has been satisfied by clear and convincing evidence, the Tax Commissioner may permit the corporation in filing income tax returns for subsequent taxable years to deduct the related interest expenses and costs without making the adjustment under subdivision a.\n\t\t\t\t\t\t\tThe Tax Commissioner may charge a fee for all direct and indirect costs relating to the review of any petition pursuant to this subdivision, to include costs necessary to secure outside experts in evaluating the petition. The Tax Commissioner may condition the review of any petition pursuant to this subdivision upon payment of such fee.\n\t\t\t\t\t\t\tNo suit for the purpose of contesting any action of the Tax Commissioner under this subdivision shall be maintained in any court of this Commonwealth.\n\t\t\t\t\t\t\tc. Nothing in subdivision B 9 shall be construed to limit or negate the Department’s authority under § 58.1-446.\n\t\t\t\t\t\t\td. For purposes of subdivision B 9:\n\t\t\t\t\t\t\t“Arm’s-length rates and terms” means that (i) two or more related members enter into a written agreement for the transaction, (ii) such agreement is of a duration and contains payment terms substantially similar to those that the related member would be able to obtain from an unrelated entity, (iii) the interest is at or below the applicable federal rate compounded annually for debt instruments under § 1274(d) of the Internal Revenue Code that was in effect at the time of the agreement, and (iv) the borrower or payor adheres to the payment terms of the agreement governing the transaction or any amendments thereto.\n\t\t\t\t\t\t\t“Valid business purpose” means one or more business purposes that alone or in combination constitute the motivation for some business activity or transaction, which activity or transaction improves, apart from tax effects, the economic position of the taxpayer, as further defined by regulation.","type":"section","prefixes":["B","9","4","i","iv"],"prefix":"iv","entire_prefix":"B94iiv","prefix_anchor":"B94iiv","level":5,"prior_prefix":"B94iiii","next_prefix":"B10"},"22":{"id":208637,"text":"a. For taxable years beginning on and after January 1, 2009, the amount of dividends deductible under \u00a7\u00a7 561 and 857 of the Internal Revenue Code by a Captive Real Estate Investment Trust (REIT). For purposes of this subdivision, a REIT is a Captive REIT if:","type":"section","prefixes":["B","10"],"prefix":"10","entire_prefix":"B10","prefix_anchor":"B10","level":2,"prior_prefix":"B94iiv","next_prefix":"B101"},"23":{"id":208638,"text":"It is not regularly traded on an established securities market;","type":"section","prefixes":["B","10","1"],"prefix":"1","entire_prefix":"B101","prefix_anchor":"B101","level":3,"prior_prefix":"B10","next_prefix":"B102"},"24":{"id":208639,"text":"More than 50 percent of the voting power or value of beneficial interests or shares of which, at any time during the last half of the taxable year, is owned or controlled, directly or indirectly, by a single entity that is (i) a corporation or an association taxable as a corporation under the Internal Revenue Code; and (ii) not exempt from federal income tax pursuant to § 501(a) of the Internal Revenue Code; and","type":"section","prefixes":["B","10","2"],"prefix":"2","entire_prefix":"B102","prefix_anchor":"B102","level":3,"prior_prefix":"B101","next_prefix":"B103"},"25":{"id":208640,"text":"More than 25 percent of its income consists of rents from real property as defined in § 856(d) of the Internal Revenue Code.\n\t\t\t\t\tb. For purposes of applying the ownership test of subdivision 10 a (2), the following entities shall not be considered a corporation or an association taxable as a corporation:","type":"section","prefixes":["B","10","3"],"prefix":"3","entire_prefix":"B103","prefix_anchor":"B103","level":3,"prior_prefix":"B102","next_prefix":"B101"},"26":{"id":208641,"text":"Any REIT that is not treated as a Captive REIT;","type":"section","prefixes":["B","10","1"],"prefix":"1","entire_prefix":"B101","prefix_anchor":"B101","level":3,"prior_prefix":"B103","next_prefix":"B102"},"27":{"id":208642,"text":"Any REIT subsidiary under § 856 of the Internal Revenue Code other than a qualified REIT subsidiary of a Captive REIT;","type":"section","prefixes":["B","10","2"],"prefix":"2","entire_prefix":"B102","prefix_anchor":"B102","level":3,"prior_prefix":"B101","next_prefix":"B103"},"28":{"id":208643,"text":"Any Listed Australian Property Trust, or an entity organized as a trust, provided that a Listed Australian Property Trust owns or controls, directly or indirectly, 75 percent or more of the voting or value of the beneficial interests or shares of such trust; and","type":"section","prefixes":["B","10","3"],"prefix":"3","entire_prefix":"B103","prefix_anchor":"B103","level":3,"prior_prefix":"B102","next_prefix":"B104"},"29":{"id":208644,"text":"Any Qualified Foreign Entity.\n\t\t\t\t\tc. For purposes of subdivision B 10, the constructive ownership rules prescribed under § 318(a) of the Internal Revenue Code, as modified by § 856(d)(5) of the Internal Revenue Code, shall apply in determining the ownership of stock, assets, or net profits of any person.\n\t\t\t\t\td. For purposes of subdivision B 10:\n\t\t\t\t\t“Listed Australian Property Trust” means an Australian unit trust registered as a Management Investment Scheme, pursuant to the Australian Corporations Act, in which the principal class of units is listed on a recognized stock exchange in Australia and is regularly traded on an established securities market.\n\t\t\t\t\t“Qualified Foreign Entity” means a corporation, trust, association or partnership organized outside the laws of the United States and that satisfies all of the following criteria:","type":"section","prefixes":["B","10","4"],"prefix":"4","entire_prefix":"B104","prefix_anchor":"B104","level":3,"prior_prefix":"B103","next_prefix":"B101"},"30":{"id":208645,"text":"At least 75 percent of the entity’s total asset value at the close of its taxable year is represented by real estate assets, as defined in § 856(c)(5)(B) of the Internal Revenue Code, thereby including shares or certificates of beneficial interest in any REIT, cash and cash equivalents, and U.S. Government securities;","type":"section","prefixes":["B","10","1"],"prefix":"1","entire_prefix":"B101","prefix_anchor":"B101","level":3,"prior_prefix":"B104","next_prefix":"B102"},"31":{"id":208646,"text":"The entity is not subject to a tax on amounts distributed to its beneficial owners, or is exempt from entity level tax;","type":"section","prefixes":["B","10","2"],"prefix":"2","entire_prefix":"B102","prefix_anchor":"B102","level":3,"prior_prefix":"B101","next_prefix":"B103"},"32":{"id":208647,"text":"The entity distributes, on an annual basis, at least 85 percent of its taxable income, as computed in the jurisdiction in which it is organized, to the holders of its shares or certificates of beneficial interest;","type":"section","prefixes":["B","10","3"],"prefix":"3","entire_prefix":"B103","prefix_anchor":"B103","level":3,"prior_prefix":"B102","next_prefix":"B104"},"33":{"id":208648,"text":"The shares or certificates of beneficial interest of such entity are regularly traded on an established securities market or, if not so traded, not more than 10 percent of the voting power or value in such entity is held directly, indirectly, or constructively by a single entity or individual; and","type":"section","prefixes":["B","10","4"],"prefix":"4","entire_prefix":"B104","prefix_anchor":"B104","level":3,"prior_prefix":"B103","next_prefix":"B105"},"34":{"id":208649,"text":"The entity is organized in a country that has a tax treaty with the United States.\n\t\t\t\t\te. For taxable years beginning on or after January 1, 2016, for purposes of subdivision B 10, any voting power or value of the beneficial interests or shares in a REIT that is held in a segregated asset account of a life insurance corporation as described in § 817 of the Internal Revenue Code shall not be taken into consideration when determining if such REIT is a Captive REIT.","type":"section","prefixes":["B","10","5"],"prefix":"5","entire_prefix":"B105","prefix_anchor":"B105","level":3,"prior_prefix":"B104","next_prefix":"B11"},"35":{"id":208650,"text":"For taxable years beginning on or after January 1, 2016, to the extent that tax credit is allowed for the same donation pursuant to § 58.1-439.12:12, any amount claimed as a federal income tax deduction for such donation under § 170 of the Internal Revenue Code, as amended or renumbered.","type":"section","prefixes":["B","11"],"prefix":"11","entire_prefix":"B11","prefix_anchor":"B11","level":2,"prior_prefix":"B105","next_prefix":"C"},"36":{"id":208651,"text":"There shall be subtracted to the extent included in and not otherwise subtracted from federal taxable income:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B11","next_prefix":"C1"},"37":{"id":208652,"text":"Income derived from obligations, or on the sale or exchange of obligations, of the United States and on obligations or securities of any authority, commission or instrumentality of the United States to the extent exempt from state income taxes under the laws of the United States including, but not limited to, stocks, bonds, treasury bills, and treasury notes, but not including interest on refunds of federal taxes, interest on equipment purchase contracts, or interest on other normal business transactions.","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"38":{"id":208653,"text":"Income derived from obligations, or on the sale or exchange of obligations of this Commonwealth or of any political subdivision or instrumentality of this Commonwealth.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"39":{"id":208654,"text":"Dividends upon stock in any domestic international sales corporation, as defined by § 992 of the Internal Revenue Code, 50 percent or more of the income of which was assessable for the preceding year, or the last year in which such corporation has income, under the provisions of the income tax laws of the Commonwealth.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"40":{"id":208655,"text":"The amount of any refund or credit for overpayment of income taxes imposed by this Commonwealth or any other taxing jurisdiction.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"41":{"id":208656,"text":"Any amount included therein by the operation of the provisions of § 78 of the Internal Revenue Code (foreign dividend gross-up).","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"C6"},"42":{"id":208657,"text":"The amount of wages or salaries eligible for the federal Targeted Jobs Credit which was not deducted for federal purposes on account of the provisions of § 280C(a) of the Internal Revenue Code.","type":"section","prefixes":["C","6"],"prefix":"6","entire_prefix":"C6","prefix_anchor":"C6","level":2,"prior_prefix":"C5","next_prefix":"C7"},"43":{"id":208658,"text":"Any amount included therein by the operation of § 951 of the Internal Revenue Code (subpart F income) or, for taxable years beginning on and after January 1, 2018, § 951A of the Internal Revenue Code (Global Intangible Low-Taxed Income).","type":"section","prefixes":["C","7"],"prefix":"7","entire_prefix":"C7","prefix_anchor":"C7","level":2,"prior_prefix":"C6","next_prefix":"C8"},"44":{"id":208659,"text":"Any amount included therein which is foreign source income as defined in § 58.1-302.","type":"section","prefixes":["C","8"],"prefix":"8","entire_prefix":"C8","prefix_anchor":"C8","level":2,"prior_prefix":"C7","next_prefix":"C9"},"45":{"id":208660,"text":"[Repealed.]","type":"section","prefixes":["C","9"],"prefix":"9","entire_prefix":"C9","prefix_anchor":"C9","level":2,"prior_prefix":"C8","next_prefix":"C10"},"46":{"id":208661,"text":"The amount of any dividends received from corporations in which the taxpaying corporation owns 50 percent or more of the voting stock.","type":"section","prefixes":["C","10"],"prefix":"10","entire_prefix":"C10","prefix_anchor":"C10","level":2,"prior_prefix":"C9","next_prefix":"C11"},"47":{"id":208662,"text":"[Repealed.]\n\t\t\t\t12, 13. [Expired.]","type":"section","prefixes":["C","11"],"prefix":"11","entire_prefix":"C11","prefix_anchor":"C11","level":2,"prior_prefix":"C10","next_prefix":"C14"},"48":{"id":208663,"text":"For taxable years beginning on or after January 1, 1995, the amount for “qualified research expenses” or “basic research expenses” eligible for deduction for federal purposes, but which were not deducted, on account of the provisions of § 280C(c) of the Internal Revenue Code.","type":"section","prefixes":["C","14"],"prefix":"14","entire_prefix":"C14","prefix_anchor":"C14","level":2,"prior_prefix":"C11","next_prefix":"C15"},"49":{"id":208664,"text":"For taxable years beginning on or after January 1, 2000, the total amount actually contributed in funds to the Virginia Public School Construction Grants Program and Fund established in Chapter 11.1 (§ 22.1-175.1 et seq.) of Title 22.1.","type":"section","prefixes":["C","15"],"prefix":"15","entire_prefix":"C15","prefix_anchor":"C15","level":2,"prior_prefix":"C14","next_prefix":"C16"},"50":{"id":208665,"text":"For taxable years beginning on or after January 1, 2000, but before January 1, 2015, the gain derived from the sale or exchange of real property or the sale or exchange of an easement to real property which results in the real property or the easement thereto being devoted to open-space use, as that term is defined in § 58.1-3230, for a period of time not less than 30 years. To the extent a subtraction is taken in accordance with this subdivision, no tax credit under this chapter for donating land for its preservation shall be allowed for three years following the year in which the subtraction is taken.","type":"section","prefixes":["C","16"],"prefix":"16","entire_prefix":"C16","prefix_anchor":"C16","level":2,"prior_prefix":"C15","next_prefix":"C17"},"51":{"id":208666,"text":"For taxable years beginning on and after January 1, 2001, any amount included therein with respect to § 58.1-440.1.","type":"section","prefixes":["C","17"],"prefix":"17","entire_prefix":"C17","prefix_anchor":"C17","level":2,"prior_prefix":"C16","next_prefix":"C18"},"52":{"id":208667,"text":"For taxable years beginning on and after January 1, 1999, income received as a result of (i) the “Master Settlement Agreement,” as defined in § 3.2-3100; and (ii) the National Tobacco Grower Settlement Trust dated July 19, 1999, by (a) tobacco farming businesses; (b) any business holding a tobacco marketing quota, or tobacco farm acreage allotment, under the Agricultural Adjustment Act of 1938; or (c) any business having the right to grow tobacco pursuant to such a quota allotment.\n\t\t\t\t19, 20. [Repealed.]","type":"section","prefixes":["C","18"],"prefix":"18","entire_prefix":"C18","prefix_anchor":"C18","level":2,"prior_prefix":"C17","next_prefix":"C21"},"53":{"id":208668,"text":"For taxable years beginning on and after January 1, 2004, any amount of intangible expenses and costs or interest expenses and costs added to the federal taxable income of a corporation pursuant to subdivision B 8 or B 9 shall be subtracted from the federal taxable income of the related member that received such amount if such related member is subject to Virginia income tax on the same amount.","type":"section","prefixes":["C","21"],"prefix":"21","entire_prefix":"C21","prefix_anchor":"C21","level":2,"prior_prefix":"C18","next_prefix":"C22"},"54":{"id":208669,"text":"For taxable years beginning on and after January 1, 2009, any gain recognized from the sale of launch services to space flight participants, as defined in 49 U.S.C. § 70102, or launch services intended to provide individuals the training or experience of a launch, without performing an actual launch. To qualify for a deduction under this subdivision, launch services must be performed in Virginia or originate from an airport or spaceport in Virginia.","type":"section","prefixes":["C","22"],"prefix":"22","entire_prefix":"C22","prefix_anchor":"C22","level":2,"prior_prefix":"C21","next_prefix":"C23"},"55":{"id":208670,"text":"For taxable years beginning on and after January 1, 2009, any gain recognized as a result of resupply services contracts for delivering payload, as defined in 49 U.S.C. § 70102, entered into with the Commercial Orbital Transportation Services division of the National Aeronautics and Space Administration or other space flight entity, as defined in § 8.01-227.8, and launched from an airport or spaceport in Virginia.","type":"section","prefixes":["C","23"],"prefix":"23","entire_prefix":"C23","prefix_anchor":"C23","level":2,"prior_prefix":"C22","next_prefix":"C24"},"56":{"id":208671,"text":"For taxable years beginning on or after January 1, 2011, any income taxed as a long-term capital gain for federal income tax purposes, or any income taxed as investment services partnership interest income (otherwise known as investment partnership carried interest income) for federal income tax purposes. To qualify for a subtraction under this subdivision, such income must be attributable to an investment in a “qualified business,” as defined in § 58.1-339.4, or in any other technology business approved by the Secretary of Administration, provided the business has its principal office or facility in the Commonwealth and less than $3 million in annual revenues in the fiscal year prior to the investment. To qualify for a subtraction under this subdivision, the investment must be made between the dates of April 1, 2010, and June 30, 2020. No taxpayer who has claimed a tax credit for an investment in a “qualified business” under § 58.1-339.4 shall be eligible for the subtraction under this subdivision for an investment in the same business.","type":"section","prefixes":["C","24"],"prefix":"24","entire_prefix":"C24","prefix_anchor":"C24","level":2,"prior_prefix":"C23","next_prefix":"C25"},"57":{"id":208672,"text":"a. Income, including investment services partnership interest income (otherwise known as investment partnership carried interest income), attributable to an investment in a Virginia venture capital account. To qualify for a subtraction under this subdivision, the investment shall be made on or after January 1, 2018, but before December 31, 2023. No subtraction shall be allowed under this subdivision for an investment in a company that is owned or operated by an affiliate of the taxpayer. No subtraction shall be allowed under this subdivision for a taxpayer who has claimed a subtraction under subdivision C 24 for the same investment.\n\t\t\t\tb. As used in this subdivision 25:\n\t\t\t\t“Qualified portfolio company” means a company that (i) has its principal place of business in the Commonwealth; (ii) has a primary purpose of production, sale, research, or development of a product or service other than the management or investment of capital; and (iii) provides equity in the company to the Virginia venture capital account in exchange for a capital investment. “Qualified portfolio company” does not include a company that is an individual or sole proprietorship.\n\t\t\t\t“Virginia venture capital account” means an investment fund that has been certified by the Department as a Virginia venture capital account. In order to be certified as a Virginia venture capital account, the operator of the investment fund shall register the investment fund with the Department prior to December 31, 2023, (i) indicating that it intends to invest at least 50 percent of the capital committed to its fund in qualified portfolio companies and (ii) providing documentation that it employs at least one investor who has at least four years of professional experience in venture capital investment or substantially equivalent experience. “Substantially equivalent experience” includes, but is not limited to, an undergraduate degree from an accredited college or university in economics, finance, or a similar field of study. The Department may require an investment fund to provide documentation of the investor’s training, education, or experience as deemed necessary by the Department to determine substantial equivalency. If the Department determines that the investment fund employs at least one investor with the experience set forth herein, the Department shall certify the investment fund as a Virginia venture capital account at such time as the investment fund actually invests at least 50 percent of the capital committed to its fund in qualified portfolio companies.","type":"section","prefixes":["C","25"],"prefix":"25","entire_prefix":"C25","prefix_anchor":"C25","level":2,"prior_prefix":"C24","next_prefix":"C26"},"58":{"id":208673,"text":"a. Income attributable to an investment in a Virginia real estate investment trust. To qualify for a subtraction under this subdivision, the investment shall be made on or after January 1, 2019, but before December 31, 2024. No subtraction shall be allowed for an investment in a trust that is managed by an affiliate of the taxpayer. No subtraction shall be allowed under this subdivision for a taxpayer who has claimed a subtraction under subdivision C 24 or 25 for the same investment.\n\t\t\t\tb. As used in this subdivision 26:\n\t\t\t\t“Distressed” means satisfying the criteria applicable to a locality described in subdivision E 2 of § 2.2-115.\n\t\t\t\t“Double distressed” means satisfying the criteria applicable to a locality described in subdivision E 3 of § 2.2-115.\n\t\t\t\t“Virginia real estate investment trust” means a real estate investment trust, as defined in 26 U.S.C. § 856, that has been certified by the Department as a Virginia real estate investment trust. In order to be certified as a Virginia real estate investment trust, the trustee shall register the trust with the Department prior to December 31, 2024, indicating that it intends to invest at least 90 percent of trust funds in Virginia and at least 40 percent of trust funds in real estate in localities that are distressed or double distressed. If the Department determines that the trust satisfies the preceding criteria, the Department shall certify the trust as a Virginia real estate investment trust at such time as the trust actually invests at least 90 percent of trust funds in Virginia and at least 40 percent of trust funds in real estate in localities that are distressed or double distressed.","type":"section","prefixes":["C","26"],"prefix":"26","entire_prefix":"C26","prefix_anchor":"C26","level":2,"prior_prefix":"C25","next_prefix":"C27"},"59":{"id":208674,"text":"For taxable years beginning on and after January 1, 2019, any gain recognized from the taking of real property by condemnation proceedings.","type":"section","prefixes":["C","27"],"prefix":"27","entire_prefix":"C27","prefix_anchor":"C27","level":2,"prior_prefix":"C26","next_prefix":"C28"},"60":{"id":208675,"text":"For taxable years beginning before January 1, 2021, up to $100,000 of all grant funds received by the taxpayer under the Rebuild Virginia program established by the Governor and administered by the Department of Small Business and Supplier Diversity.","type":"section","prefixes":["C","28"],"prefix":"28","entire_prefix":"C28","prefix_anchor":"C28","level":2,"prior_prefix":"C27","next_prefix":"D"},"61":{"id":208676,"text":"For taxable years beginning on and after January 1, 2006, there shall be subtracted from federal taxable income contract payments to a producer of quota tobacco or a tobacco quota holder as provided under the American Jobs Creation Act of 2004 (P.L. 108-357) as follows:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C28","next_prefix":"D1"},"62":{"id":208677,"text":"If the payment is received in installment payments, then the recognized gain, including any gain recognized in taxable year 2005, may be subtracted in the taxable year immediately following the year in which the installment payment is received.","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"63":{"id":208678,"text":"If the payment is received in a single payment, then 10 percent of the recognized gain may be subtracted in the taxable year immediately following the year in which the single payment is received. The taxpayer may then deduct an equal amount in each of the nine succeeding taxable years.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"E"},"64":{"id":208679,"text":"Adjustments to federal taxable income shall be made to reflect the transitional modifications provided in § 58.1-315.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D2","next_prefix":"F"},"65":{"id":208680,"text":"Notwithstanding any other provision of law, the income from any disposition of real property which is held by the taxpayer for sale to customers in the ordinary course of the taxpayer’s trade or business, as defined in § 453(l)(1)(B) of the Internal Revenue Code, of property made on or after January 1, 2009, may, at the election of the taxpayer, be recognized under the installment method described under § 453 of the Internal Revenue Code, provided that (i) the election relating to the dealer disposition of the property has been made on or before the due date prescribed by law (including extensions) for filing the taxpayer’s return of the tax imposed under this chapter for the taxable year in which the disposition occurs, and (ii) the dealer disposition is in accordance with restrictions or conditions established by the Department, which shall be set forth in guidelines developed by the Department. Along with such restrictions or conditions, the guidelines shall also address the recapture of such income under certain circumstances. The development of the guidelines shall be exempt from the Administrative Process Act (§ 2.2-4000 et seq.).","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"66":{"id":208681,"text":"There shall be deducted to the extent included in and not otherwise subtracted from federal taxable income a percentage of the business interest disallowed as a deduction pursuant to \u00a7 163(j) of the Internal Revenue Code in the amount of:","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"G1"},"67":{"id":208682,"text":"20 percent for taxable years beginning on and after January 1, 2018, but before January 1, 2022;","type":"section","prefixes":["G","1"],"prefix":"1","entire_prefix":"G1","prefix_anchor":"G1","level":2,"prior_prefix":"G","next_prefix":"G2"},"68":{"id":208683,"text":"30 percent for taxable years beginning on and after January 1, 2022, but before January 1, 2024; and","type":"section","prefixes":["G","2"],"prefix":"2","entire_prefix":"G2","prefix_anchor":"G2","level":2,"prior_prefix":"G1","next_prefix":"G3"},"69":{"id":208684,"text":"50 percent for taxable years beginning on and after January 1, 2024.\n\t\t\t\tFor purposes of subsection G, “business interest” means the same as that term is defined under § 163(j) of the Internal Revenue Code.","type":"section","prefixes":["G","3"],"prefix":"3","entire_prefix":"G3","prefix_anchor":"G3","level":2,"prior_prefix":"G2","next_prefix":"H"},"70":{"id":208685,"text":"For taxable years beginning before January 1, 2021, there shall be deducted to the extent not otherwise subtracted from federal taxable income up to $100,000 of the amount that is not deductible when computing federal taxable income solely on account of the portion of subdivision B 10 of § 58.1-301 related to Paycheck Protection Program loans.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G3","next_prefix":"I"},"71":{"id":208686,"text":"For taxable years beginning on and after January 1, 2026, there shall be deducted the amount paid or cost incurred for installing a qualifying upgrade required to interconnect a triggering project. No deduction shall be allowed under this section for a taxpayer who has claimed a deduction under subdivision 19 of § 58.1-322.03 for the same amount paid or cost incurred to install such qualifying upgrade.\n\t\t\tFor purposes of this subsection, “qualifying upgrade” and “triggering project” have the same meanings as provided for those terms in § 56-596.5.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H"}},"ancestry":[{"id":13460,"edition_id":1,"name":"Taxation of Corporations","identifier":"10","label":"article","depth":4,"order_by":1,"parent_id":13152,"metadata":{},"date_created":"2026-06-26 03:44:56","date_modified":"2026-06-26 03:44:56","permalink":{"id":253359,"object_type":"structure","relational_id":13460,"identifier":"10","token":"58.1\/I\/3\/10","url":"\/58.1\/I\/3\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13152,"edition_id":1,"name":"Income Tax","identifier":"3","label":"chapter","depth":3,"order_by":1,"parent_id":12837,"metadata":{},"date_created":"2026-06-26 03:44:21","date_modified":"2026-06-26 03:44:21","permalink":{"id":253267,"object_type":"structure","relational_id":13152,"identifier":"3","token":"58.1\/I\/3","url":"\/58.1\/I\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12837,"edition_id":1,"name":"Taxes Administered by the Department of Taxation","identifier":"I","label":"subtitle","depth":2,"order_by":1,"parent_id":12703,"metadata":{},"date_created":"2026-06-26 03:43:55","date_modified":"2026-06-26 03:43:55","permalink":{"id":252075,"object_type":"structure","relational_id":12837,"identifier":"I","token":"58.1\/I","url":"\/58.1\/I\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12703,"edition_id":1,"name":"Taxation","identifier":"58.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":251959,"object_type":"structure","relational_id":12703,"identifier":"58.1","token":"58.1","url":"\/58.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":60955,"structure_id":13460,"section_number":"58.1-400","catch_line":"Imposition of tax","url":"\/58.1-400\/","token":"58.1\/I\/3\/10\/58.1-400","metadata":false},{"id":58533,"structure_id":13460,"section_number":"58.1-400.1","catch_line":"Minimum tax on telecommunications companies","url":"\/58.1-400.1\/","token":"58.1\/I\/3\/10\/58.1-400.1","metadata":false},{"id":77310,"structure_id":13460,"section_number":"58.1-400.2","catch_line":"Taxation of electric suppliers, pipeline distribution companies, gas utilities, and gas suppliers","url":"\/58.1-400.2\/","token":"58.1\/I\/3\/10\/58.1-400.2","metadata":false},{"id":79891,"structure_id":13460,"section_number":"58.1-400.3","catch_line":"Minimum tax on certain electric suppliers","url":"\/58.1-400.3\/","token":"58.1\/I\/3\/10\/58.1-400.3","metadata":false},{"id":85449,"structure_id":13460,"section_number":"58.1-400.4","catch_line":"Minimum tax on home service contract providers","url":"\/58.1-400.4\/","token":"58.1\/I\/3\/10\/58.1-400.4","metadata":false},{"id":75981,"structure_id":13460,"section_number":"58.1-401","catch_line":"Exemptions and exclusions","url":"\/58.1-401\/","token":"58.1\/I\/3\/10\/58.1-401","metadata":false},{"id":56970,"structure_id":13460,"section_number":"58.1-402","catch_line":"Virginia taxable income","url":"\/58.1-402\/","token":"58.1\/I\/3\/10\/58.1-402","metadata":false},{"id":65538,"structure_id":13460,"section_number":"58.1-403","catch_line":"Additional modifications to determine Virginia taxable income for certain corporations","url":"\/58.1-403\/","token":"58.1\/I\/3\/10\/58.1-403","metadata":false},{"id":61129,"structure_id":13460,"section_number":"58.1-404","catch_line":"Reserved","url":"\/58.1-404\/","token":"58.1\/I\/3\/10\/58.1-404","metadata":false},{"id":84403,"structure_id":13460,"section_number":"58.1-405","catch_line":"Corporations transacting or conducting entire business within this Commonwealth","url":"\/58.1-405\/","token":"58.1\/I\/3\/10\/58.1-405","metadata":false},{"id":56464,"structure_id":13460,"section_number":"58.1-405.1","catch_line":"Eligibility of companies for apportionment modification; certification by the Virginia Economic Development Partnership Authority","url":"\/58.1-405.1\/","token":"58.1\/I\/3\/10\/58.1-405.1","metadata":false},{"id":56080,"structure_id":13460,"section_number":"58.1-406","catch_line":"Allocation and apportionment of income","url":"\/58.1-406\/","token":"58.1\/I\/3\/10\/58.1-406","metadata":false},{"id":56963,"structure_id":13460,"section_number":"58.1-407","catch_line":"How dividends allocated","url":"\/58.1-407\/","token":"58.1\/I\/3\/10\/58.1-407","metadata":false},{"id":86858,"structure_id":13460,"section_number":"58.1-408","catch_line":"What income apportioned and how","url":"\/58.1-408\/","token":"58.1\/I\/3\/10\/58.1-408","metadata":false},{"id":76197,"structure_id":13460,"section_number":"58.1-409","catch_line":"Property factor","url":"\/58.1-409\/","token":"58.1\/I\/3\/10\/58.1-409","metadata":false},{"id":54428,"structure_id":13460,"section_number":"58.1-410","catch_line":"Valuation of property owned or rented","url":"\/58.1-410\/","token":"58.1\/I\/3\/10\/58.1-410","metadata":false},{"id":80735,"structure_id":13460,"section_number":"58.1-411","catch_line":"Average value of property","url":"\/58.1-411\/","token":"58.1\/I\/3\/10\/58.1-411","metadata":false},{"id":60991,"structure_id":13460,"section_number":"58.1-412","catch_line":"Payroll factor","url":"\/58.1-412\/","token":"58.1\/I\/3\/10\/58.1-412","metadata":false},{"id":65358,"structure_id":13460,"section_number":"58.1-413","catch_line":"When compensation deemed paid or accrued in this Commonwealth","url":"\/58.1-413\/","token":"58.1\/I\/3\/10\/58.1-413","metadata":false},{"id":74292,"structure_id":13460,"section_number":"58.1-414","catch_line":"Sales factor","url":"\/58.1-414\/","token":"58.1\/I\/3\/10\/58.1-414","metadata":false},{"id":78515,"structure_id":13460,"section_number":"58.1-415","catch_line":"When sales of tangible personal property deemed in the Commonwealth","url":"\/58.1-415\/","token":"58.1\/I\/3\/10\/58.1-415","metadata":false},{"id":55363,"structure_id":13460,"section_number":"58.1-416","catch_line":"(Contingent effective date \u2014 See Editor's note) When certain other sales deemed in the Commonwealth","url":"\/58.1-416\/","token":"58.1\/I\/3\/10\/58.1-416","metadata":false},{"id":86205,"structure_id":13460,"section_number":"58.1-417","catch_line":"Motor carriers; apportionment","url":"\/58.1-417\/","token":"58.1\/I\/3\/10\/58.1-417","metadata":false},{"id":71471,"structure_id":13460,"section_number":"58.1-418","catch_line":"Financial corporations; apportionment","url":"\/58.1-418\/","token":"58.1\/I\/3\/10\/58.1-418","metadata":false},{"id":87267,"structure_id":13460,"section_number":"58.1-419","catch_line":"Construction corporations; apportionment","url":"\/58.1-419\/","token":"58.1\/I\/3\/10\/58.1-419","metadata":false},{"id":61390,"structure_id":13460,"section_number":"58.1-420","catch_line":"Railway companies; apportionment","url":"\/58.1-420\/","token":"58.1\/I\/3\/10\/58.1-420","metadata":false},{"id":54421,"structure_id":13460,"section_number":"58.1-421","catch_line":"Alternative method of allocation","url":"\/58.1-421\/","token":"58.1\/I\/3\/10\/58.1-421","metadata":false},{"id":75896,"structure_id":13460,"section_number":"58.1-422","catch_line":"Manufacturing companies; apportionment","url":"\/58.1-422\/","token":"58.1\/I\/3\/10\/58.1-422","metadata":false},{"id":56837,"structure_id":13460,"section_number":"58.1-422.1","catch_line":"Retail companies; apportionment","url":"\/58.1-422.1\/","token":"58.1\/I\/3\/10\/58.1-422.1","metadata":false},{"id":61386,"structure_id":13460,"section_number":"58.1-422.2","catch_line":"Apportionment; taxpayers with enterprise data center operations","url":"\/58.1-422.2\/","token":"58.1\/I\/3\/10\/58.1-422.2","metadata":false},{"id":54726,"structure_id":13460,"section_number":"58.1-422.3","catch_line":"Debt buyers; apportionment","url":"\/58.1-422.3\/","token":"58.1\/I\/3\/10\/58.1-422.3","metadata":false},{"id":84482,"structure_id":13460,"section_number":"58.1-422.4","catch_line":"Property information and analytics firms","url":"\/58.1-422.4\/","token":"58.1\/I\/3\/10\/58.1-422.4","metadata":false},{"id":76648,"structure_id":13460,"section_number":"58.1-422.5","catch_line":"(Contingent effective date \u2014 See Editor's note) Internet root infrastructure providers","url":"\/58.1-422.5\/","token":"58.1\/I\/3\/10\/58.1-422.5","metadata":false},{"id":63840,"structure_id":13460,"section_number":"58.1-423","catch_line":"Income tax paid by commercial spaceflight entities","url":"\/58.1-423\/","token":"58.1\/I\/3\/10\/58.1-423","metadata":false}],"previous_section":{"id":75981,"structure_id":13460,"section_number":"58.1-401","catch_line":"Exemptions and exclusions","url":"\/58.1-401\/","token":"58.1\/I\/3\/10\/58.1-401","metadata":false},"next_section":{"id":65538,"structure_id":13460,"section_number":"58.1-403","catch_line":"Additional modifications to determine Virginia taxable income for certain corporations","url":"\/58.1-403\/","token":"58.1\/I\/3\/10\/58.1-403","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/58.1-402\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 36 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 1972, chapters 310 and 827; in 1973, chapters 198, 345, and 458; in 1974, chapters 320 and 682; in 1975, chapters 46 and 50; in 1976, chapters 528, 694, and 781; in 1977, chapters 297 and 612; in 1978, chapters 67, 158, 783, and 785; in 1979, chapters 226, 371, and 596; in 1981, chapters 402 and 414; in 1982, chapter 633; in 1983, chapters 452 and 472; in 1984, chapters 153, 162, 636, 672, 674, 675, and 729; in 1985, chapters 221 and 465; in 1987, chapter 484; in 1989, chapters 39 and 639; in 1992, chapter 678; in 1994, chapter 590<\/a>; in 1997, chapter 106<\/a>; in 1998, chapter 874<\/a>; in 1999, chapters 339<\/a> and 971<\/a>; in 2000, chapters 419<\/a>, 1021<\/a>, and 1039<\/a>; in 2003, chapters 3<\/a>, 58<\/a>, and 209<\/a>; in 2006, chapter 214<\/a>; in 2008, chapters 149<\/a> and 211<\/a>; in 2009, chapters 426<\/a>, 508<\/a>, and 558<\/a>; in 2010, chapters 802<\/a> and 830<\/a>; in 2011, chapter 851<\/a>; in 2012, chapters 96<\/a> and 256<\/a>; in 2015, chapters 248<\/a>, 335<\/a>, and 336<\/a>; in 2016, chapters 304<\/a>, 342<\/a>, and 391<\/a>; in 2017, chapter 762<\/a>; in 2018, chapter 821<\/a>; in 2019, chapters 17<\/a>, 18<\/a>, and 270<\/a>; in 2020, chapter 738<\/a>; in 2022, chapters 3<\/a>, 19<\/a>, and 648<\/a>; in 2025, chapters 615<\/a> and 658<\/a>.<\/p>","references":[{"id":69371,"section_number":"58.1-1206","catch_line":"(Effective July 1, 2025) Deductions from gross capital","order_by":null,"url":"\/58.1-1206\/"},{"id":74528,"section_number":"58.1-315","catch_line":"Transitional modifications to Virginia taxable income","order_by":null,"url":"\/58.1-315\/"},{"id":79461,"section_number":"58.1-322.03","catch_line":"Virginia taxable income; deductions","order_by":null,"url":"\/58.1-322.03\/"},{"id":86624,"section_number":"58.1-3702","catch_line":"Authority of counties, cities and towns","order_by":null,"url":"\/58.1-3702\/"},{"id":65538,"section_number":"58.1-403","catch_line":"Additional modifications to determine Virginia taxable income for certain corporations","order_by":null,"url":"\/58.1-403\/"},{"id":63964,"section_number":"58.1-513","catch_line":"Limitations; transfer of credit; gain or loss from tax credit","order_by":null,"url":"\/58.1-513\/"}],"refers_to":[{"id":82511,"section_number":"2.2-115","catch_line":"Commonwealth's Development Opportunity Fund","order_by":null,"url":"\/2.2-115\/"},{"id":86911,"section_number":"2.2-4000","catch_line":"Short title; purpose","order_by":null,"url":"\/2.2-4000\/"},{"id":76514,"section_number":"22.1-175.1","catch_line":"Virginia Public School Construction Grants Program established","order_by":null,"url":"\/22.1-175.1\/"},{"id":60445,"section_number":"3.2-3100","catch_line":"Definitions","order_by":null,"url":"\/3.2-3100\/"},{"id":75595,"section_number":"56-596.5","catch_line":"Rate increases in certain months prohibited; Phase I Utility","order_by":null,"url":"\/56-596.5\/"},{"id":77006,"section_number":"58.1-15","catch_line":"Rate of interest","order_by":null,"url":"\/58.1-15\/"},{"id":83093,"section_number":"58.1-1833","catch_line":"Interest on overpayments or improper collection","order_by":null,"url":"\/58.1-1833\/"},{"id":75208,"section_number":"58.1-301","catch_line":"(Applicable to taxable years beginning on and after January 1, 2023) Conformity to Internal Revenue Code","order_by":null,"url":"\/58.1-301\/"},{"id":79461,"section_number":"58.1-322.03","catch_line":"Virginia taxable income; deductions","order_by":null,"url":"\/58.1-322.03\/"},{"id":54425,"section_number":"58.1-3230","catch_line":"Special classifications of real estate established and defined","order_by":null,"url":"\/58.1-3230\/"},{"id":62148,"section_number":"58.1-339.4","catch_line":"Qualified equity and subordinated debt investments tax credit","order_by":null,"url":"\/58.1-339.4\/"},{"id":65654,"section_number":"58.1-439.12:12","catch_line":"Food donation tax credit","order_by":null,"url":"\/58.1-439.12_12\/"},{"id":73547,"section_number":"58.1-446","catch_line":"Price manipulation; intercorporate transactions; parent corporations and subsidiaries","order_by":null,"url":"\/58.1-446\/"},{"id":55095,"section_number":"8.01-227.8","catch_line":"Definitions","order_by":null,"url":"\/8.01-227.8\/"}],"permalink":{"id":253385,"object_type":"law","relational_id":56970,"identifier":"58.1-402","token":"58.1\/I\/3\/10\/58.1-402","url":"\/58.1-402\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/58.1-402\/","token":"58.1\/I\/3\/10\/58.1-402","dublin_core":{"Title":"Virginia taxable income","Type":"Text","Format":"text\/html","Identifier":"\u00a7 58.1-402","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> For purposes of this article, Virginia taxable income for a taxable year means the federal taxable income and any other income taxable to the corporation<\/span> under federal law<\/span> for such year of a corporation<\/span> adjusted as provided in subsections B, C, D, E, G, H, and I.\n\t\t\tFor a regulated investment company and a real estate<\/span> investment trust<\/span>, such term means the “investment company taxable income<\/span>” and “real estate<\/span> investment trust<\/span> taxable income,” respectively, to which shall be added in each case any amount of capital gains and any other income taxable to the corporation<\/span> under federal law<\/span> which shall be further adjusted as provided in subsections B, C, D, E, G, H, and I. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> There shall be added to the extent excluded from federal taxable income: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Interest, less related expenses to the extent not deducted in determining federal taxable income, on obligations of any state other than Virginia, or of a political subdivision of any such other state unless created by compact or agreement to which the Commonwealth is a party<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Interest or dividends, less related expenses to the extent not deducted in determining federal taxable income, on obligations or securities of any authority, commission or instrumentality of the United States, which the laws<\/span> of the United States exempt from federal income tax but not from state income taxes; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> [Repealed.] <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The amount of any net income taxes and other taxes, including franchise and excise taxes, which are based on, measured by, or computed with reference to net income, imposed by the Commonwealth or any other taxing jurisdiction<\/span>, to the extent deducted in determining federal taxable income; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Unrelated business taxable income as defined by § 512 of the Internal Revenue Code; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> [Repealed.] <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> The amount required to be included in income for the purpose of computing the partial tax on an accumulation distribution pursuant to § 667 of the Internal Revenue Code; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> a. For taxable years beginning on and after January 1, 2004, the amount of any intangible expenses and costs directly or indirectly paid, accrued, or incurred to, or in connection directly or indirectly with one or more direct or indirect transactions with one or more related members<\/span> to the extent such expenses and costs were deductible or deducted in computing federal taxable income for Virginia purposes. This addition shall not be required for any portion of the intangible expenses and costs if one of the following applies: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The corresponding item of income received by the related member<\/span> is subject to a tax based on or measured by net income or capital imposed by Virginia, another state, or a foreign government that has entered into a comprehensive tax treaty with the United States government; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The related member<\/span> derives at least one-third of its gross revenues from the licensing of intangible property<\/span> to parties who are not related members<\/span>, and the transaction giving rise to the expenses and costs between the corporation<\/span> and the related member<\/span> was made at rates and terms comparable to the rates and terms of agreements that the related member<\/span> has entered into with parties who are not related members<\/span> for the licensing of intangible property<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The corporation<\/span> can establish to the satisfaction of the Tax Commissioner<\/span> that the intangible expenses and costs meet both of the following: (i) the related member<\/span> during the same taxable year directly or indirectly paid, accrued or incurred such portion to a person who is not a related member<\/span>, and (ii) the transaction giving rise to the intangible expenses and costs between the corporation<\/span> and the related member<\/span> did not have as a principal purpose the avoidance of any portion of the tax due under this chapter.\n\t\t\t\t\tb. A corporation<\/span> required to add to its federal taxable income intangible expenses and costs pursuant to subdivision a may petition<\/span> the Tax Commissioner<\/span>, after filing the related income tax return for the taxable year and remitting to the Tax Commissioner<\/span> all taxes, penalties, and interest due under this article for such taxable year including tax upon any amount of intangible expenses and costs required to be added to federal taxable income pursuant to subdivision a, to consider evidence<\/span> relating to the transaction or transactions between the corporation<\/span> and a related member<\/span> or members that resulted in the corporation<\/span>’s taxable income being increased, as required under subdivision a, for such intangible expenses and costs.\n\t\t\t\t\tIf the corporation<\/span> can demonstrate to the Tax Commissioner<\/span>’s sole satisfaction, by clear and convincing evidence<\/span>, that the transaction or transactions between the corporation<\/span> and a related member<\/span> or members resulting in such increase in taxable income pursuant to subdivision a had a valid business purpose<\/span> other than the avoidance or reduction of the tax due under this chapter, the Tax Commissioner<\/span> shall permit the corporation<\/span> to file an amended return. For purposes of such amended return, the requirements of subdivision a shall not apply to any transaction for which the Tax Commissioner<\/span> is satisfied (and has identified) that the transaction had a valid business purpose<\/span> other than the avoidance or reduction of the tax due under this chapter. Such amended return shall be filed by the corporation<\/span> within one year of the written permission granted by the Tax Commissioner<\/span> and any refund of the tax imposed under this article shall include interest at a rate equal to the rate of interest established under § 58.1-15<\/a> and such interest shall accrue as provided under § 58.1-1833<\/a>. However, upon the filing of such amended return, any related member<\/span> of the corporation<\/span> that subtracted from taxable income amounts received pursuant to subdivision C 21 shall be subject to the tax imposed under this article on that portion of such amounts for which the corporation<\/span> has filed an amended return pursuant to this subdivision. In addition, for such transactions identified by the Tax Commissioner<\/span> herein by which he has been satisfied by clear and convincing evidence<\/span>, the Tax Commissioner<\/span> may permit the corporation<\/span> in filing income tax returns for subsequent taxable years to deduct the related intangible expenses and costs without making the adjustment under subdivision a.\n\t\t\t\t\tThe Tax Commissioner<\/span> may charge a fee for all direct and indirect costs relating to the review of any petition<\/span> pursuant to this subdivision, to include costs necessary to secure outside experts in evaluating the petition<\/span>. The Tax Commissioner<\/span> may condition the review of any petition<\/span> pursuant to this subdivision upon payment of such fee.\n\t\t\t\t\tNo suit for the purpose of contesting any action of the Tax Commissioner<\/span> under this subdivision shall be maintained in any court<\/span> of this Commonwealth.\n\t\t\t\t\tc. Nothing in subdivision B 8 shall be construed to limit or negate the Department<\/span>’s authority under § 58.1-446<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> a. For taxable years beginning on and after January 1, 2004, the amount of any interest expenses and costs<\/span> directly or indirectly paid, accrued, or incurred to, or in connection directly or indirectly with one or more direct or indirect transactions with one or more related members<\/span> to the extent such expenses and costs were deductible or deducted in computing federal taxable income for Virginia purposes. This addition shall not be required for any portion of the interest expenses and costs<\/span>, if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The related member<\/span> has substantial business operations relating to interest-generating activities, in which the related member<\/span> pays expenses for at least five full-time employees who maintain, manage, defend or are otherwise responsible for operations or administration relating to the interest-generating activities; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The interest expenses and costs<\/span> are not directly or indirectly for, related to or in connection with the direct or indirect acquisition, maintenance, management, sale, exchange, or disposition<\/span> of intangible property<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The transaction giving rise to the expenses and costs between the corporation<\/span> and the related member<\/span> has a valid business purpose<\/span> other than the avoidance or reduction of taxation and payments between the parties are made at arm’s length rates and terms; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> One of the following applies: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

i.<\/span> The corresponding item of income received by the related member<\/span> is subject to a tax based on or measured by net income or capital imposed by Virginia, another state, or a foreign government that has entered into a comprehensive tax treaty with the United States government; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

ii.<\/span> Payments arise pursuant to a pre-existing contract<\/span> entered into when the parties were not related members<\/span> provided the payments continue to be made at arm’s length rates and terms; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

iii.<\/span> The related member<\/span> engages in transactions with parties other than related members<\/span> that generate revenue in excess of $2 million annually; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

iv.<\/span> The transaction giving rise to the interest payments between the corporation<\/span> and a related member<\/span> was done at arm’s length rates and terms and meets any of the following: (a) the related member<\/span> uses funds that are borrowed from a party<\/span> other than a related member<\/span> or that are paid, incurred or passed-through to a person who is not a related member<\/span>; (b) the debt is part of a regular and systematic funds management or portfolio investment activity conducted by the related member<\/span>, whereby the funds of two or more related members<\/span> are aggregated for the purpose of achieving economies of scale, the internal financing of the active business operations of members, or the benefit of centralized management of funds; (c) financing the expansion of the business operations; or (d) restructuring the debt of related members<\/span>, or the pass-through of acquisition-related indebtedness to related members<\/span>.\n\t\t\t\t\t\t\tb. A corporation<\/span> required to add to its federal taxable income interest expenses and costs<\/span> pursuant to subdivision a may petition<\/span> the Tax Commissioner<\/span>, after filing the related income tax return for the taxable year and remitting to the Tax Commissioner<\/span> all taxes, penalties, and interest due under this article for such taxable year including tax upon any amount of interest expenses and costs<\/span> required to be added to federal taxable income pursuant to subdivision a, to consider evidence<\/span> relating to the transaction or transactions between the corporation<\/span> and a related member<\/span> or members that resulted in the corporation<\/span>’s taxable income being increased, as required under subdivision a, for such interest expenses and costs<\/span>.\n\t\t\t\t\t\t\tIf the corporation<\/span> can demonstrate to the Tax Commissioner<\/span>’s sole satisfaction, by clear and convincing evidence<\/span>, that the transaction or transactions between the corporation<\/span> and a related member<\/span> or members resulting in such increase in taxable income pursuant to subdivision a had a valid business purpose<\/span> other than the avoidance or reduction of the tax due under this chapter and that the related payments between the parties were made at arm’s length rates and terms, the Tax Commissioner<\/span> shall permit the corporation<\/span> to file an amended return. For purposes of such amended return, the requirements of subdivision a shall not apply to any transaction for which the Tax Commissioner<\/span> is satisfied (and has identified) that the transaction had a valid business purpose<\/span> other than the avoidance or reduction of the tax due under this chapter and that the related payments between the parties were made at arm’s length rates and terms. Such amended return shall be filed by the corporation<\/span> within one year of the written permission granted by the Tax Commissioner<\/span> and any refund of the tax imposed under this article shall include interest at a rate equal to the rate of interest established under § 58.1-15<\/a> and such interest shall accrue as provided under § 58.1-1833<\/a>. However, upon the filing of such amended return, any related member<\/span> of the corporation<\/span> that subtracted from taxable income amounts received pursuant to subdivision C 21 shall be subject to the tax imposed under this article on that portion of such amounts for which the corporation<\/span> has filed an amended return pursuant to this subdivision. In addition, for such transactions identified by the Tax Commissioner<\/span> herein by which he has been satisfied by clear and convincing evidence<\/span>, the Tax Commissioner<\/span> may permit the corporation<\/span> in filing income tax returns for subsequent taxable years to deduct the related interest expenses and costs<\/span> without making the adjustment under subdivision a.\n\t\t\t\t\t\t\tThe Tax Commissioner<\/span> may charge a fee for all direct and indirect costs relating to the review of any petition<\/span> pursuant to this subdivision, to include costs necessary to secure outside experts in evaluating the petition<\/span>. The Tax Commissioner<\/span> may condition the review of any petition<\/span> pursuant to this subdivision upon payment of such fee.\n\t\t\t\t\t\t\tNo suit for the purpose of contesting any action of the Tax Commissioner<\/span> under this subdivision shall be maintained in any court<\/span> of this Commonwealth.\n\t\t\t\t\t\t\tc. Nothing in subdivision B 9 shall be construed to limit or negate the Department<\/span>’s authority under § 58.1-446<\/a>.\n\t\t\t\t\t\t\td. For purposes of subdivision B 9:\n\t\t\t\t\t\t\t“Arm’s-length rates and terms” means that (i) two or more related members<\/span> enter into a written agreement for the transaction, (ii) such agreement is of a duration and contains payment terms substantially similar to those that the related member<\/span> would be able to obtain from an unrelated entity, (iii) the interest is at or below the applicable federal rate compounded annually for debt instruments under § 1274(d) of the Internal Revenue Code that was in effect at the time of the agreement, and (iv) the borrower or payor adheres to the payment terms of the agreement governing the transaction or any amendments thereto.\n\t\t\t\t\t\t\t“Valid business purpose<\/span>” means one or more business purposes that alone or in combination constitute the motivation for some business activity or transaction, which activity or transaction improves, apart from tax effects, the economic position of the taxpayer<\/span>, as further defined by regulation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> a. For taxable years beginning on and after January 1, 2009, the amount of dividends deductible under \u00a7\u00a7 561 and 857 of the Internal Revenue Code by a Captive Real Estate<\/span> Investment Trust<\/span> (REIT). For purposes of this subdivision, a REIT is a Captive REIT if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> It is not regularly traded on an established securities market; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> More than 50 percent of the voting power or value of beneficial interests or shares of which, at any time during the last half of the taxable year, is owned or controlled, directly or indirectly, by a single entity that is (i) a corporation<\/span> or an association taxable as a corporation<\/span> under the Internal Revenue Code; and (ii) not exempt from federal income tax pursuant to § 501(a) of the Internal Revenue Code; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> More than 25 percent of its income consists of rents from real property as defined in § 856(d) of the Internal Revenue Code.\n\t\t\t\t\tb. For purposes of applying the ownership test of subdivision 10 a (2), the following entities shall not be considered a corporation<\/span> or an association taxable as a corporation<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Any REIT that is not treated as a Captive REIT; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any REIT subsidiary under § 856 of the Internal Revenue Code other than a qualified REIT subsidiary of a Captive REIT; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any Listed Australian Property Trust<\/span>, or an entity organized as a trust, provided that a Listed Australian Property Trust<\/span> owns or controls, directly or indirectly, 75 percent or more of the voting or value of the beneficial interests or shares of such trust; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Any Qualified Foreign Entity<\/span>.\n\t\t\t\t\tc. For purposes of subdivision B 10, the constructive ownership rules prescribed under § 318(a) of the Internal Revenue Code, as modified by § 856(d)(5) of the Internal Revenue Code, shall apply in determining the ownership of stock, assets<\/span>, or net profits of any person.\n\t\t\t\t\td. For purposes of subdivision B 10:\n\t\t\t\t\t“Listed Australian Property Trust<\/span>” means an Australian unit trust registered as a Management Investment Scheme, pursuant to the Australian Corporations<\/span> Act, in which the principal class of units is listed on a recognized stock exchange in Australia and is regularly traded on an established securities market.\n\t\t\t\t\t“Qualified Foreign Entity<\/span>” means a corporation<\/span>, trust, association or partnership organized outside the laws<\/span> of the United States and that satisfies all of the following criteria: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> At least 75 percent of the entity’s total asset value at the close of its taxable year is represented by real estate<\/span> assets<\/span>, as defined in § 856(c)(5)(B) of the Internal Revenue Code, thereby including shares or certificates of beneficial interest in any REIT, cash and cash equivalents, and U.S. Government securities; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The entity is not subject to a tax on amounts distributed to its beneficial owners, or is exempt from entity level tax; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The entity distributes, on an annual basis, at least 85 percent of its taxable income, as computed in the jurisdiction<\/span> in which it is organized, to the holders of its shares or certificates of beneficial interest; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The shares or certificates of beneficial interest of such entity are regularly traded on an established securities market or, if not so traded, not more than 10 percent of the voting power or value in such entity is held directly, indirectly, or constructively by a single entity or individual<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The entity is organized in a country that has a tax treaty with the United States.\n\t\t\t\t\te. For taxable years beginning on or after January 1, 2016, for purposes of subdivision B 10, any voting power or value of the beneficial interests or shares in a REIT that is held in a segregated asset account of a life insurance corporation<\/span> as described in § 817 of the Internal Revenue Code shall not be taken into consideration when determining if such REIT is a Captive REIT. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> For taxable years beginning on or after January 1, 2016, to the extent that tax credit is allowed for the same donation pursuant to § 58.1-439.12:12<\/a>, any amount claimed as a federal income tax deduction for such donation under § 170 of the Internal Revenue Code, as amended or renumbered. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> There shall be subtracted to the extent included in and not otherwise subtracted from federal taxable income: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Income derived from obligations, or on the sale or exchange of obligations, of the United States and on obligations or securities of any authority, commission or instrumentality of the United States to the extent exempt from state income taxes under the laws<\/span> of the United States including, but not limited to, stocks, bonds<\/span>, treasury bills, and treasury notes, but not including interest on refunds of federal taxes, interest on equipment purchase contracts<\/span>, or interest on other normal business transactions. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Income derived from obligations, or on the sale or exchange of obligations of this Commonwealth or of any political subdivision or instrumentality of this Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Dividends upon stock in any domestic international sales<\/span> corporation<\/span>, as defined by § 992 of the Internal Revenue Code, 50 percent or more of the income of which was assessable for the preceding year, or the last year in which such corporation<\/span> has income, under the provisions of the income tax laws<\/span> of the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The amount of any refund or credit for overpayment of income taxes imposed by this Commonwealth or any other taxing jurisdiction<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any amount included therein by the operation of the provisions of § 78 of the Internal Revenue Code (foreign dividend gross-up). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The amount of wages or salaries eligible for the federal Targeted Jobs Credit which was not deducted for federal purposes on account of the provisions of § 280C(a) of the Internal Revenue Code. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Any amount included therein by the operation of § 951 of the Internal Revenue Code (subpart F income) or, for taxable years beginning on and after January 1, 2018, § 951A of the Internal Revenue Code (Global Intangible Low-Taxed Income). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Any amount included therein which is foreign source income as defined in § 58.1-302<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> [Repealed.] <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> The amount of any dividends received from corporations<\/span> in which the taxpaying corporation<\/span> owns 50 percent or more of the voting stock. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> [Repealed.]\n\t\t\t\t12, 13. [Expired.] <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

14.<\/span> For taxable years beginning on or after January 1, 1995, the amount for “qualified research expenses” or “basic research expenses” eligible for deduction for federal purposes, but which were not deducted, on account of the provisions of § 280C(c) of the Internal Revenue Code. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

15.<\/span> For taxable years beginning on or after January 1, 2000, the total amount actually contributed in funds to the Virginia Public School Construction Grants Program and Fund established in Chapter 11.1 (§ 22.1-175.1<\/a> et seq.) of Title 22.1. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

16.<\/span> For taxable years beginning on or after January 1, 2000, but before January 1, 2015, the gain derived from the sale or exchange of real property or the sale or exchange of an easement to real property which results in the real property or the easement thereto being devoted to open-space use, as that term is defined in § 58.1-3230<\/a>, for a period of time not less than 30 years. To the extent a subtraction is taken in accordance with this subdivision, no tax credit under this chapter for donating land for its preservation shall be allowed for three years following the year in which the subtraction is taken. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

17.<\/span> For taxable years beginning on and after January 1, 2001, any amount included therein with respect to § 58.1-440.1<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

18.<\/span> For taxable years beginning on and after January 1, 1999, income received as a result of (i) the “Master Settlement<\/span> Agreement,” as defined in § 3.2-3100<\/a>; and (ii) the National Tobacco Grower Settlement<\/span> Trust dated July 19, 1999, by (a) tobacco farming businesses; (b) any business holding a tobacco marketing quota, or tobacco farm acreage allotment, under the Agricultural Adjustment Act of 1938; or (c) any business having the right to grow tobacco pursuant to such a quota allotment.\n\t\t\t\t19, 20. [Repealed.] <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

21.<\/span> For taxable years beginning on and after January 1, 2004, any amount of intangible expenses and costs or interest expenses and costs<\/span> added to the federal taxable income of a corporation<\/span> pursuant to subdivision B 8 or B 9 shall be subtracted from the federal taxable income of the related member<\/span> that received such amount if such related member<\/span> is subject to Virginia income tax on the same amount. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

22.<\/span> For taxable years beginning on and after January 1, 2009, any gain recognized from the sale of launch services to space flight participants, as defined in 49 U.S.C. § 70102, or launch services intended to provide individuals<\/span> the training or experience of a launch, without performing an actual launch. To qualify for a deduction under this subdivision, launch services must be performed in Virginia or originate from an airport or spaceport in Virginia. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

23.<\/span> For taxable years beginning on and after January 1, 2009, any gain recognized as a result of resupply services contracts<\/span> for delivering payload, as defined in 49 U.S.C. § 70102, entered into with the Commercial Orbital Transportation Services division of the National Aeronautics and Space Administration or other space flight entity, as defined in § 8.01-227.8<\/a>, and launched from an airport or spaceport in Virginia. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

24.<\/span> For taxable years beginning on or after January 1, 2011, any income taxed as a long-term capital gain for federal income tax purposes, or any income taxed as investment services partnership interest income (otherwise known as investment partnership carried interest income) for federal income tax purposes. To qualify for a subtraction under this subdivision, such income must be attributable to an investment in a “qualified business,” as defined in § 58.1-339.4<\/a>, or in any other technology business approved by the Secretary of Administration, provided the business has its principal office or facility in the Commonwealth and less than $3 million in annual revenues in the fiscal year prior to the investment. To qualify for a subtraction under this subdivision, the investment must be made between the dates of April 1, 2010, and June 30, 2020. No taxpayer<\/span> who has claimed a tax credit for an investment in a “qualified business” under § 58.1-339.4<\/a> shall be eligible for the subtraction under this subdivision for an investment in the same business. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

25.<\/span> a. Income, including investment services partnership interest income (otherwise known as investment partnership carried interest income), attributable to an investment in a Virginia venture capital account<\/span>. To qualify for a subtraction under this subdivision, the investment shall be made on or after January 1, 2018, but before December 31, 2023. No subtraction shall be allowed under this subdivision for an investment in a company that is owned or operated by an affiliate of the taxpayer<\/span>. No subtraction shall be allowed under this subdivision for a taxpayer<\/span> who has claimed a subtraction under subdivision C 24 for the same investment.\n\t\t\t\tb. As used in this subdivision 25:\n\t\t\t\t“Qualified portfolio company<\/span>” means a company that (i) has its principal place of business in the Commonwealth; (ii) has a primary purpose of production, sale, research, or development of a product or service other than the management or investment of capital; and (iii) provides equity<\/span> in the company to the Virginia venture capital account<\/span> in exchange for a capital investment. “Qualified portfolio company<\/span>” does not include a company that is an individual<\/span> or sole proprietorship.\n\t\t\t\t“Virginia venture capital account<\/span>” means an investment fund that has been certified by the Department<\/span> as a Virginia venture capital account<\/span>. In order<\/span> to be certified as a Virginia venture capital account<\/span>, the operator of the investment fund shall register the investment fund with the Department<\/span> prior to December 31, 2023, (i) indicating that it intends to invest at least 50 percent of the capital committed to its fund in qualified portfolio companies and (ii) providing documentation that it employs at least one investor who has at least four years of professional experience in venture capital investment or substantially equivalent experience<\/span>. “Substantially equivalent experience<\/span>” includes, but is not limited to, an undergraduate degree from an accredited college or university in economics, finance, or a similar field of study. The Department<\/span> may require an investment fund to provide documentation of the investor’s training, education, or experience as deemed necessary by the Department<\/span> to determine substantial equivalency. If the Department<\/span> determines that the investment fund employs at least one investor with the experience set forth herein, the Department<\/span> shall certify the investment fund as a Virginia venture capital account<\/span> at such time as the investment fund actually invests at least 50 percent of the capital committed to its fund in qualified portfolio companies. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

26.<\/span> a. Income attributable to an investment in a Virginia real estate investment trust<\/span>. To qualify for a subtraction under this subdivision, the investment shall be made on or after January 1, 2019, but before December 31, 2024. No subtraction shall be allowed for an investment in a trust that is managed by an affiliate of the taxpayer<\/span>. No subtraction shall be allowed under this subdivision for a taxpayer<\/span> who has claimed a subtraction under subdivision C 24 or 25 for the same investment.\n\t\t\t\tb. As used in this subdivision 26:\n\t\t\t\t“Distressed” means satisfying the criteria applicable to a locality described in subdivision E 2 of § 2.2-115<\/a>.\n\t\t\t\t“Double distressed<\/span>” means satisfying the criteria applicable to a locality described in subdivision E 3 of § 2.2-115<\/a>.\n\t\t\t\t“Virginia real estate investment trust<\/span>” means a real estate investment trust, as defined in 26 U.S.C. § 856, that has been certified by the Department<\/span> as a Virginia real estate investment trust<\/span>. In order<\/span> to be certified as a Virginia real estate investment trust<\/span>, the trustee shall register the trust with the Department<\/span> prior to December 31, 2024, indicating that it intends to invest at least 90 percent of trust funds in Virginia and at least 40 percent of trust funds in real estate in localities that are distressed or double distressed<\/span>. If the Department<\/span> determines that the trust satisfies the preceding criteria, the Department<\/span> shall certify the trust as a Virginia real estate investment trust<\/span> at such time as the trust actually invests at least 90 percent of trust funds in Virginia and at least 40 percent of trust funds in real estate in localities that are distressed or double distressed<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

27.<\/span> For taxable years beginning on and after January 1, 2019, any gain recognized from the taking of real property by condemnation proceedings. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

28.<\/span> For taxable years beginning before January 1, 2021, up to $100,000 of all grant funds received by the taxpayer<\/span> under the Rebuild Virginia program established by the Governor and administered by the Department<\/span> of Small Business and Supplier Diversity. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> For taxable years beginning on and after January 1, 2006, there shall be subtracted from federal taxable income contract<\/span> payments to a producer of quota tobacco or a tobacco quota holder as provided under the American Jobs Creation Act of 2004 (P.L. 108-357) as follows: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If the payment is received in installment payments, then the recognized gain, including any gain recognized in taxable year 2005, may be subtracted in the taxable year immediately following the year in which the installment payment is received. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the payment is received in a single payment, then 10 percent of the recognized gain may be subtracted in the taxable year immediately following the year in which the single payment is received. The taxpayer<\/span> may then deduct an equal amount in each of the nine succeeding taxable years. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Adjustments to federal taxable income shall be made to reflect the transitional modifications provided in § 58.1-315<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Notwithstanding any other provision of law<\/span>, the income from any disposition<\/span> of real property which is held by the taxpayer<\/span> for sale to customers in the ordinary course of the taxpayer<\/span>’s trade or business, as defined in § 453(l)(1)(B) of the Internal Revenue Code, of property made on or after January 1, 2009, may, at the election of the taxpayer<\/span>, be recognized under the installment method described under § 453 of the Internal Revenue Code, provided that (i) the election relating to the dealer disposition<\/span> of the property has been made on or before the due date prescribed by law<\/span> (including extensions) for filing the taxpayer<\/span>’s return of the tax imposed under this chapter for the taxable year in which the disposition<\/span> occurs, and (ii) the dealer disposition<\/span> is in accordance with restrictions or conditions established by the Department<\/span>, which shall be set forth in guidelines developed by the Department<\/span>. Along with such restrictions or conditions, the guidelines shall also address the recapture of such income under certain circumstances. The development of the guidelines shall be exempt from the Administrative Process Act (§ 2.2-4000<\/a> et seq.). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> There shall be deducted to the extent included in and not otherwise subtracted from federal taxable income a percentage of the business interest<\/span> disallowed as a deduction pursuant to \u00a7 163(j) of the Internal Revenue Code in the amount of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> 20 percent for taxable years beginning on and after January 1, 2018, but before January 1, 2022; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> 30 percent for taxable years beginning on and after January 1, 2022, but before January 1, 2024; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> 50 percent for taxable years beginning on and after January 1, 2024.\n\t\t\t\tFor purposes of subsection G, “business interest<\/span>” means the same as that term is defined under § 163(j) of the Internal Revenue Code. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> For taxable years beginning before January 1, 2021, there shall be deducted to the extent not otherwise subtracted from federal taxable income up to $100,000 of the amount that is not deductible when computing federal taxable income solely on account of the portion of subdivision B 10 of § 58.1-301<\/a> related to Paycheck Protection Program loans. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> For taxable years beginning on and after January 1, 2026, there shall be deducted the amount paid or cost incurred for installing a qualifying upgrade required to interconnect a triggering project. No deduction shall be allowed under this section for a taxpayer<\/span> who has claimed a deduction under subdivision 19 of § 58.1-322.03<\/a> for the same amount paid or cost incurred to install such qualifying upgrade.\n\t\t\tFor purposes of this subsection, “qualifying upgrade” and “triggering project” have the same meanings as provided for those terms in § 56-596.5<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVIRGINIA TAXABLE INCOME (\u00a7 58.1-402)\n\nA. For purposes of this article, Virginia taxable income for a taxable year\nmeans the federal taxable income and any other income taxable to the corporation\nunder federal law for such year of a corporation adjusted as provided in\nsubsections B, C, D, E, G, H, and I.\n\t\t\tFor a regulated investment company and a real estate investment trust, such\nterm means the “investment company taxable income” and “real\nestate investment trust taxable income,” respectively, to which shall be\nadded in each case any amount of capital gains and any other income taxable to\nthe corporation under federal law which shall be further adjusted as provided in\nsubsections B, C, D, E, G, H, and I.\n\nB. There shall be added to the extent excluded from federal taxable income:\n\n 1. Interest, less related expenses to the extent not deducted in determining\n federal taxable income, on obligations of any state other than Virginia, or of\n a political subdivision of any such other state unless created by compact or\n agreement to which the Commonwealth is a party;\n\n 2. Interest or dividends, less related expenses to the extent not deducted in\n determining federal taxable income, on obligations or securities of any\n authority, commission or instrumentality of the United States, which the laws\n of the United States exempt from federal income tax but not from state income\n taxes;\n\n 3. [Repealed.]\n\n 4. The amount of any net income taxes and other taxes, including franchise and\n excise taxes, which are based on, measured by, or computed with reference to\n net income, imposed by the Commonwealth or any other taxing jurisdiction, to\n the extent deducted in determining federal taxable income;\n\n 5. Unrelated business taxable income as defined by § 512 of the Internal\n Revenue Code;\n\n 6. [Repealed.]\n\n 7. The amount required to be included in income for the purpose of computing\n the partial tax on an accumulation distribution pursuant to § 667 of the\n Internal Revenue Code;\n\n 8. a. For taxable years beginning on and after January 1, 2004, the amount of\n any intangible expenses and costs directly or indirectly paid, accrued, or\n incurred to, or in connection directly or indirectly with one or more direct\n or indirect transactions with one or more related members to the extent such\n expenses and costs were deductible or deducted in computing federal taxable\n income for Virginia purposes. This addition shall not be required for any\n portion of the intangible expenses and costs if one of the following applies:\n\n 1. The corresponding item of income received by the related member is\n subject to a tax based on or measured by net income or capital imposed by\n Virginia, another state, or a foreign government that has entered into a\n comprehensive tax treaty with the United States government;\n\n 2. The related member derives at least one-third of its gross revenues from\n the licensing of intangible property to parties who are not related members,\n and the transaction giving rise to the expenses and costs between the\n corporation and the related member was made at rates and terms comparable to\n the rates and terms of agreements that the related member has entered into\n with parties who are not related members for the licensing of intangible\n property; or\n\n 3. The corporation can establish to the satisfaction of the Tax Commissioner\n that the intangible expenses and costs meet both of the following: (i) the\n related member during the same taxable year directly or indirectly paid,\n accrued or incurred such portion to a person who is not a related member,\n and (ii) the transaction giving rise to the intangible expenses and costs\n between the corporation and the related member did not have as a principal\n purpose the avoidance of any portion of the tax due under this chapter.\n \t\t\t\t\tb. A corporation required to add to its federal taxable income\n intangible expenses and costs pursuant to subdivision a may petition the Tax\n Commissioner, after filing the related income tax return for the taxable\n year and remitting to the Tax Commissioner all taxes, penalties, and\n interest due under this article for such taxable year including tax upon any\n amount of intangible expenses and costs required to be added to federal\n taxable income pursuant to subdivision a, to consider evidence relating to\n the transaction or transactions between the corporation and a related member\n or members that resulted in the corporation’s taxable income being\n increased, as required under subdivision a, for such intangible expenses and\n costs.\n \t\t\t\t\tIf the corporation can demonstrate to the Tax Commissioner’s sole\n satisfaction, by clear and convincing evidence, that the transaction or\n transactions between the corporation and a related member or members\n resulting in such increase in taxable income pursuant to subdivision a had a\n valid business purpose other than the avoidance or reduction of the tax due\n under this chapter, the Tax Commissioner shall permit the corporation to\n file an amended return. For purposes of such amended return, the\n requirements of subdivision a shall not apply to any transaction for which\n the Tax Commissioner is satisfied (and has identified) that the transaction\n had a valid business purpose other than the avoidance or reduction of the\n tax due under this chapter. Such amended return shall be filed by the\n corporation within one year of the written permission granted by the Tax\n Commissioner and any refund of the tax imposed under this article shall\n include interest at a rate equal to the rate of interest established under\n § 58.1-15 and such interest shall accrue as provided under §\n 58.1-1833. However, upon the filing of such amended return, any related\n member of the corporation that subtracted from taxable income amounts\n received pursuant to subdivision C 21 shall be subject to the tax imposed\n under this article on that portion of such amounts for which the corporation\n has filed an amended return pursuant to this subdivision. In addition, for\n such transactions identified by the Tax Commissioner herein by which he has\n been satisfied by clear and convincing evidence, the Tax Commissioner may\n permit the corporation in filing income tax returns for subsequent taxable\n years to deduct the related intangible expenses and costs without making the\n adjustment under subdivision a.\n \t\t\t\t\tThe Tax Commissioner may charge a fee for all direct and indirect costs\n relating to the review of any petition pursuant to this subdivision, to\n include costs necessary to secure outside experts in evaluating the\n petition. The Tax Commissioner may condition the review of any petition\n pursuant to this subdivision upon payment of such fee.\n \t\t\t\t\tNo suit for the purpose of contesting any action of the Tax\n Commissioner under this subdivision shall be maintained in any court of this\n Commonwealth.\n \t\t\t\t\tc. Nothing in subdivision B 8 shall be construed to limit or negate the\n Department’s authority under § 58.1-446;\n\n 9. a. For taxable years beginning on and after January 1, 2004, the amount of\n any interest expenses and costs directly or indirectly paid, accrued, or\n incurred to, or in connection directly or indirectly with one or more direct\n or indirect transactions with one or more related members to the extent such\n expenses and costs were deductible or deducted in computing federal taxable\n income for Virginia purposes. This addition shall not be required for any\n portion of the interest expenses and costs, if:\n\n 1. The related member has substantial business operations relating to\n interest-generating activities, in which the related member pays expenses\n for at least five full-time employees who maintain, manage, defend or are\n otherwise responsible for operations or administration relating to the\n interest-generating activities; and\n\n 2. The interest expenses and costs are not directly or indirectly for,\n related to or in connection with the direct or indirect acquisition,\n maintenance, management, sale, exchange, or disposition of intangible\n property; and\n\n 3. The transaction giving rise to the expenses and costs between the\n corporation and the related member has a valid business purpose other than\n the avoidance or reduction of taxation and payments between the parties are\n made at arm’s length rates and terms; and\n\n 4. One of the following applies:\n\n i. The corresponding item of income received by the related member is\n subject to a tax based on or measured by net income or capital imposed by\n Virginia, another state, or a foreign government that has entered into a\n comprehensive tax treaty with the United States government;\n\n ii. Payments arise pursuant to a pre-existing contract entered into when\n the parties were not related members provided the payments continue to\n be made at arm’s length rates and terms;\n\n iii. The related member engages in transactions with parties other than\n related members that generate revenue in excess of $2 million annually;\n or\n\n iv. The transaction giving rise to the interest payments between the\n corporation and a related member was done at arm’s length rates\n and terms and meets any of the following: (a) the related member uses\n funds that are borrowed from a party other than a related member or that\n are paid, incurred or passed-through to a person who is not a related\n member; (b) the debt is part of a regular and systematic funds\n management or portfolio investment activity conducted by the related\n member, whereby the funds of two or more related members are aggregated\n for the purpose of achieving economies of scale, the internal financing\n of the active business operations of members, or the benefit of\n centralized management of funds; (c) financing the expansion of the\n business operations; or (d) restructuring the debt of related members,\n or the pass-through of acquisition-related indebtedness to related\n members.\n \t\t\t\t\t\t\tb. A corporation required to add to its federal taxable income\n interest expenses and costs pursuant to subdivision a may petition the\n Tax Commissioner, after filing the related income tax return for the\n taxable year and remitting to the Tax Commissioner all taxes, penalties,\n and interest due under this article for such taxable year including tax\n upon any amount of interest expenses and costs required to be added to\n federal taxable income pursuant to subdivision a, to consider evidence\n relating to the transaction or transactions between the corporation and\n a related member or members that resulted in the corporation’s\n taxable income being increased, as required under subdivision a, for\n such interest expenses and costs.\n \t\t\t\t\t\t\tIf the corporation can demonstrate to the Tax\n Commissioner’s sole satisfaction, by clear and convincing\n evidence, that the transaction or transactions between the corporation\n and a related member or members resulting in such increase in taxable\n income pursuant to subdivision a had a valid business purpose other than\n the avoidance or reduction of the tax due under this chapter and that\n the related payments between the parties were made at arm’s length\n rates and terms, the Tax Commissioner shall permit the corporation to\n file an amended return. For purposes of such amended return, the\n requirements of subdivision a shall not apply to any transaction for\n which the Tax Commissioner is satisfied (and has identified) that the\n transaction had a valid business purpose other than the avoidance or\n reduction of the tax due under this chapter and that the related\n payments between the parties were made at arm’s length rates and\n terms. Such amended return shall be filed by the corporation within one\n year of the written permission granted by the Tax Commissioner and any\n refund of the tax imposed under this article shall include interest at a\n rate equal to the rate of interest established under § 58.1-15 and\n such interest shall accrue as provided under § 58.1-1833. However,\n upon the filing of such amended return, any related member of the\n corporation that subtracted from taxable income amounts received\n pursuant to subdivision C 21 shall be subject to the tax imposed under\n this article on that portion of such amounts for which the corporation\n has filed an amended return pursuant to this subdivision. In addition,\n for such transactions identified by the Tax Commissioner herein by which\n he has been satisfied by clear and convincing evidence, the Tax\n Commissioner may permit the corporation in filing income tax returns for\n subsequent taxable years to deduct the related interest expenses and\n costs without making the adjustment under subdivision a.\n \t\t\t\t\t\t\tThe Tax Commissioner may charge a fee for all direct and indirect\n costs relating to the review of any petition pursuant to this\n subdivision, to include costs necessary to secure outside experts in\n evaluating the petition. The Tax Commissioner may condition the review\n of any petition pursuant to this subdivision upon payment of such fee.\n \t\t\t\t\t\t\tNo suit for the purpose of contesting any action of the Tax\n Commissioner under this subdivision shall be maintained in any court of\n this Commonwealth.\n \t\t\t\t\t\t\tc. Nothing in subdivision B 9 shall be construed to limit or\n negate the Department’s authority under § 58.1-446.\n \t\t\t\t\t\t\td. For purposes of subdivision B 9:\n \t\t\t\t\t\t\t“Arm’s-length rates and terms” means that (i)\n two or more related members enter into a written agreement for the\n transaction, (ii) such agreement is of a duration and contains payment\n terms substantially similar to those that the related member would be\n able to obtain from an unrelated entity, (iii) the interest is at or\n below the applicable federal rate compounded annually for debt\n instruments under § 1274(d) of the Internal Revenue Code that was\n in effect at the time of the agreement, and (iv) the borrower or payor\n adheres to the payment terms of the agreement governing the transaction\n or any amendments thereto.\n \t\t\t\t\t\t\t“Valid business purpose” means one or more business\n purposes that alone or in combination constitute the motivation for some\n business activity or transaction, which activity or transaction\n improves, apart from tax effects, the economic position of the taxpayer,\n as further defined by regulation.\n\n 10. a. For taxable years beginning on and after January 1, 2009, the amount of\n dividends deductible under \u00a7\u00a7 561 and 857 of the Internal Revenue Code by a\n Captive Real Estate Investment Trust (REIT). For purposes of this subdivision,\n a REIT is a Captive REIT if:\n\n 1. It is not regularly traded on an established securities market;\n\n 2. More than 50 percent of the voting power or value of beneficial interests\n or shares of which, at any time during the last half of the taxable year, is\n owned or controlled, directly or indirectly, by a single entity that is (i)\n a corporation or an association taxable as a corporation under the Internal\n Revenue Code; and (ii) not exempt from federal income tax pursuant to §\n 501(a) of the Internal Revenue Code; and\n\n 3. More than 25 percent of its income consists of rents from real property\n as defined in § 856(d) of the Internal Revenue Code.\n \t\t\t\t\tb. For purposes of applying the ownership test of subdivision 10 a (2),\n the following entities shall not be considered a corporation or an\n association taxable as a corporation:\n\n 1. Any REIT that is not treated as a Captive REIT;\n\n 2. Any REIT subsidiary under § 856 of the Internal Revenue Code other\n than a qualified REIT subsidiary of a Captive REIT;\n\n 3. Any Listed Australian Property Trust, or an entity organized as a trust,\n provided that a Listed Australian Property Trust owns or controls, directly\n or indirectly, 75 percent or more of the voting or value of the beneficial\n interests or shares of such trust; and\n\n 4. Any Qualified Foreign Entity.\n \t\t\t\t\tc. For purposes of subdivision B 10, the constructive ownership rules\n prescribed under § 318(a) of the Internal Revenue Code, as modified by\n § 856(d)(5) of the Internal Revenue Code, shall apply in determining\n the ownership of stock, assets, or net profits of any person.\n \t\t\t\t\td. For purposes of subdivision B 10:\n \t\t\t\t\t“Listed Australian Property Trust” means an Australian unit\n trust registered as a Management Investment Scheme, pursuant to the\n Australian Corporations Act, in which the principal class of units is listed\n on a recognized stock exchange in Australia and is regularly traded on an\n established securities market.\n \t\t\t\t\t“Qualified Foreign Entity” means a corporation, trust,\n association or partnership organized outside the laws of the United States\n and that satisfies all of the following criteria:\n\n 1. At least 75 percent of the entity’s total asset value at the close\n of its taxable year is represented by real estate assets, as defined in\n § 856(c)(5)(B) of the Internal Revenue Code, thereby including shares\n or certificates of beneficial interest in any REIT, cash and cash\n equivalents, and U.S. Government securities;\n\n 2. The entity is not subject to a tax on amounts distributed to its\n beneficial owners, or is exempt from entity level tax;\n\n 3. The entity distributes, on an annual basis, at least 85 percent of its\n taxable income, as computed in the jurisdiction in which it is organized, to\n the holders of its shares or certificates of beneficial interest;\n\n 4. The shares or certificates of beneficial interest of such entity are\n regularly traded on an established securities market or, if not so traded,\n not more than 10 percent of the voting power or value in such entity is held\n directly, indirectly, or constructively by a single entity or individual;\n and\n\n 5. The entity is organized in a country that has a tax treaty with the\n United States.\n \t\t\t\t\te. For taxable years beginning on or after January 1, 2016, for\n purposes of subdivision B 10, any voting power or value of the beneficial\n interests or shares in a REIT that is held in a segregated asset account of\n a life insurance corporation as described in § 817 of the Internal\n Revenue Code shall not be taken into consideration when determining if such\n REIT is a Captive REIT.\n\n 11. For taxable years beginning on or after January 1, 2016, to the extent\n that tax credit is allowed for the same donation pursuant to §\n 58.1-439.12:12, any amount claimed as a federal income tax deduction for such\n donation under § 170 of the Internal Revenue Code, as amended or\n renumbered.\n\nC. There shall be subtracted to the extent included in and not otherwise\nsubtracted from federal taxable income:\n\n 1. Income derived from obligations, or on the sale or exchange of obligations,\n of the United States and on obligations or securities of any authority,\n commission or instrumentality of the United States to the extent exempt from\n state income taxes under the laws of the United States including, but not\n limited to, stocks, bonds, treasury bills, and treasury notes, but not\n including interest on refunds of federal taxes, interest on equipment purchase\n contracts, or interest on other normal business transactions.\n\n 2. Income derived from obligations, or on the sale or exchange of obligations\n of this Commonwealth or of any political subdivision or instrumentality of\n this Commonwealth.\n\n 3. Dividends upon stock in any domestic international sales corporation, as\n defined by § 992 of the Internal Revenue Code, 50 percent or more of the\n income of which was assessable for the preceding year, or the last year in\n which such corporation has income, under the provisions of the income tax laws\n of the Commonwealth.\n\n 4. The amount of any refund or credit for overpayment of income taxes imposed\n by this Commonwealth or any other taxing jurisdiction.\n\n 5. Any amount included therein by the operation of the provisions of § 78\n of the Internal Revenue Code (foreign dividend gross-up).\n\n 6. The amount of wages or salaries eligible for the federal Targeted Jobs\n Credit which was not deducted for federal purposes on account of the\n provisions of § 280C(a) of the Internal Revenue Code.\n\n 7. Any amount included therein by the operation of § 951 of the Internal\n Revenue Code (subpart F income) or, for taxable years beginning on and after\n January 1, 2018, § 951A of the Internal Revenue Code (Global Intangible\n Low-Taxed Income).\n\n 8. Any amount included therein which is foreign source income as defined in\n § 58.1-302.\n\n 9. [Repealed.]\n\n 10. The amount of any dividends received from corporations in which the\n taxpaying corporation owns 50 percent or more of the voting stock.\n\n 11. [Repealed.]\n \t\t\t\t12, 13. [Expired.]\n\n 14. For taxable years beginning on or after January 1, 1995, the amount for\n “qualified research expenses” or “basic research\n expenses” eligible for deduction for federal purposes, but which were\n not deducted, on account of the provisions of § 280C(c) of the Internal\n Revenue Code.\n\n 15. For taxable years beginning on or after January 1, 2000, the total amount\n actually contributed in funds to the Virginia Public School Construction\n Grants Program and Fund established in Chapter 11.1 (§ 22.1-175.1 et\n seq.) of Title 22.1.\n\n 16. For taxable years beginning on or after January 1, 2000, but before\n January 1, 2015, the gain derived from the sale or exchange of real property\n or the sale or exchange of an easement to real property which results in the\n real property or the easement thereto being devoted to open-space use, as that\n term is defined in § 58.1-3230, for a period of time not less than 30\n years. To the extent a subtraction is taken in accordance with this\n subdivision, no tax credit under this chapter for donating land for its\n preservation shall be allowed for three years following the year in which the\n subtraction is taken.\n\n 17. For taxable years beginning on and after January 1, 2001, any amount\n included therein with respect to § 58.1-440.1.\n\n 18. For taxable years beginning on and after January 1, 1999, income received\n as a result of (i) the “Master Settlement Agreement,” as defined\n in § 3.2-3100; and (ii) the National Tobacco Grower Settlement Trust\n dated July 19, 1999, by (a) tobacco farming businesses; (b) any business\n holding a tobacco marketing quota, or tobacco farm acreage allotment, under\n the Agricultural Adjustment Act of 1938; or (c) any business having the right\n to grow tobacco pursuant to such a quota allotment.\n \t\t\t\t19, 20. [Repealed.]\n\n 21. For taxable years beginning on and after January 1, 2004, any amount of\n intangible expenses and costs or interest expenses and costs added to the\n federal taxable income of a corporation pursuant to subdivision B 8 or B 9\n shall be subtracted from the federal taxable income of the related member that\n received such amount if such related member is subject to Virginia income tax\n on the same amount.\n\n 22. For taxable years beginning on and after January 1, 2009, any gain\n recognized from the sale of launch services to space flight participants, as\n defined in 49 U.S.C. § 70102, or launch services intended to provide\n individuals the training or experience of a launch, without performing an\n actual launch. To qualify for a deduction under this subdivision, launch\n services must be performed in Virginia or originate from an airport or\n spaceport in Virginia.\n\n 23. For taxable years beginning on and after January 1, 2009, any gain\n recognized as a result of resupply services contracts for delivering payload,\n as defined in 49 U.S.C. § 70102, entered into with the Commercial Orbital\n Transportation Services division of the National Aeronautics and Space\n Administration or other space flight entity, as defined in § 8.01-227.8,\n and launched from an airport or spaceport in Virginia.\n\n 24. For taxable years beginning on or after January 1, 2011, any income taxed\n as a long-term capital gain for federal income tax purposes, or any income\n taxed as investment services partnership interest income (otherwise known as\n investment partnership carried interest income) for federal income tax\n purposes. To qualify for a subtraction under this subdivision, such income\n must be attributable to an investment in a “qualified business,”\n as defined in § 58.1-339.4, or in any other technology business approved\n by the Secretary of Administration, provided the business has its principal\n office or facility in the Commonwealth and less than $3 million in annual\n revenues in the fiscal year prior to the investment. To qualify for a\n subtraction under this subdivision, the investment must be made between the\n dates of April 1, 2010, and June 30, 2020. No taxpayer who has claimed a tax\n credit for an investment in a “qualified business” under §\n 58.1-339.4 shall be eligible for the subtraction under this subdivision for an\n investment in the same business.\n\n 25. a. Income, including investment services partnership interest income\n (otherwise known as investment partnership carried interest income),\n attributable to an investment in a Virginia venture capital account. To\n qualify for a subtraction under this subdivision, the investment shall be made\n on or after January 1, 2018, but before December 31, 2023. No subtraction\n shall be allowed under this subdivision for an investment in a company that is\n owned or operated by an affiliate of the taxpayer. No subtraction shall be\n allowed under this subdivision for a taxpayer who has claimed a subtraction\n under subdivision C 24 for the same investment.\n \t\t\t\tb. As used in this subdivision 25:\n \t\t\t\t“Qualified portfolio company” means a company that (i) has its\n principal place of business in the Commonwealth; (ii) has a primary purpose of\n production, sale, research, or development of a product or service other than\n the management or investment of capital; and (iii) provides equity in the\n company to the Virginia venture capital account in exchange for a capital\n investment. “Qualified portfolio company” does not include a\n company that is an individual or sole proprietorship.\n \t\t\t\t“Virginia venture capital account” means an investment fund\n that has been certified by the Department as a Virginia venture capital\n account. In order to be certified as a Virginia venture capital account, the\n operator of the investment fund shall register the investment fund with the\n Department prior to December 31, 2023, (i) indicating that it intends to\n invest at least 50 percent of the capital committed to its fund in qualified\n portfolio companies and (ii) providing documentation that it employs at least\n one investor who has at least four years of professional experience in venture\n capital investment or substantially equivalent experience.\n “Substantially equivalent experience” includes, but is not limited\n to, an undergraduate degree from an accredited college or university in\n economics, finance, or a similar field of study. The Department may require an\n investment fund to provide documentation of the investor’s training,\n education, or experience as deemed necessary by the Department to determine\n substantial equivalency. If the Department determines that the investment fund\n employs at least one investor with the experience set forth herein, the\n Department shall certify the investment fund as a Virginia venture capital\n account at such time as the investment fund actually invests at least 50\n percent of the capital committed to its fund in qualified portfolio companies.\n\n 26. a. Income attributable to an investment in a Virginia real estate\n investment trust. To qualify for a subtraction under this subdivision, the\n investment shall be made on or after January 1, 2019, but before December 31,\n 2024. No subtraction shall be allowed for an investment in a trust that is\n managed by an affiliate of the taxpayer. No subtraction shall be allowed under\n this subdivision for a taxpayer who has claimed a subtraction under\n subdivision C 24 or 25 for the same investment.\n \t\t\t\tb. As used in this subdivision 26:\n \t\t\t\t“Distressed” means satisfying the criteria applicable to a\n locality described in subdivision E 2 of § 2.2-115.\n \t\t\t\t“Double distressed” means satisfying the criteria applicable\n to a locality described in subdivision E 3 of § 2.2-115.\n \t\t\t\t“Virginia real estate investment trust” means a real estate\n investment trust, as defined in 26 U.S.C. § 856, that has been certified\n by the Department as a Virginia real estate investment trust. In order to be\n certified as a Virginia real estate investment trust, the trustee shall\n register the trust with the Department prior to December 31, 2024, indicating\n that it intends to invest at least 90 percent of trust funds in Virginia and\n at least 40 percent of trust funds in real estate in localities that are\n distressed or double distressed. If the Department determines that the trust\n satisfies the preceding criteria, the Department shall certify the trust as a\n Virginia real estate investment trust at such time as the trust actually\n invests at least 90 percent of trust funds in Virginia and at least 40 percent\n of trust funds in real estate in localities that are distressed or double\n distressed.\n\n 27. For taxable years beginning on and after January 1, 2019, any gain\n recognized from the taking of real property by condemnation proceedings.\n\n 28. For taxable years beginning before January 1, 2021, up to $100,000 of all\n grant funds received by the taxpayer under the Rebuild Virginia program\n established by the Governor and administered by the Department of Small\n Business and Supplier Diversity.\n\nD. For taxable years beginning on and after January 1, 2006, there shall be\nsubtracted from federal taxable income contract payments to a producer of quota\ntobacco or a tobacco quota holder as provided under the American Jobs Creation\nAct of 2004 (P.L. 108-357) as follows:\n\n 1. If the payment is received in installment payments, then the recognized\n gain, including any gain recognized in taxable year 2005, may be subtracted in\n the taxable year immediately following the year in which the installment\n payment is received.\n\n 2. If the payment is received in a single payment, then 10 percent of the\n recognized gain may be subtracted in the taxable year immediately following\n the year in which the single payment is received. The taxpayer may then deduct\n an equal amount in each of the nine succeeding taxable years.\n\nE. Adjustments to federal taxable income shall be made to reflect the\ntransitional modifications provided in § 58.1-315.\n\nF. Notwithstanding any other provision of law, the income from any disposition\nof real property which is held by the taxpayer for sale to customers in the\nordinary course of the taxpayer’s trade or business, as defined in §\n453(l)(1)(B) of the Internal Revenue Code, of property made on or after January\n1, 2009, may, at the election of the taxpayer, be recognized under the\ninstallment method described under § 453 of the Internal Revenue Code,\nprovided that (i) the election relating to the dealer disposition of the\nproperty has been made on or before the due date prescribed by law (including\nextensions) for filing the taxpayer’s return of the tax imposed under this\nchapter for the taxable year in which the disposition occurs, and (ii) the\ndealer disposition is in accordance with restrictions or conditions established\nby the Department, which shall be set forth in guidelines developed by the\nDepartment. Along with such restrictions or conditions, the guidelines shall\nalso address the recapture of such income under certain circumstances. The\ndevelopment of the guidelines shall be exempt from the Administrative Process\nAct (§ 2.2-4000 et seq.).\n\nG. There shall be deducted to the extent included in and not otherwise\nsubtracted from federal taxable income a percentage of the business interest\ndisallowed as a deduction pursuant to \u00a7 163(j) of the Internal Revenue Code in\nthe amount of:\n\n 1. 20 percent for taxable years beginning on and after January 1, 2018, but\n before January 1, 2022;\n\n 2. 30 percent for taxable years beginning on and after January 1, 2022, but\n before January 1, 2024; and\n\n 3. 50 percent for taxable years beginning on and after January 1, 2024.\n \t\t\t\tFor purposes of subsection G, “business interest” means the\n same as that term is defined under § 163(j) of the Internal Revenue Code.\n\nH. For taxable years beginning before January 1, 2021, there shall be deducted\nto the extent not otherwise subtracted from federal taxable income up to\n$100,000 of the amount that is not deductible when computing federal taxable\nincome solely on account of the portion of subdivision B 10 of § 58.1-301\nrelated to Paycheck Protection Program loans.\n\nI. For taxable years beginning on and after January 1, 2026, there shall be\ndeducted the amount paid or cost incurred for installing a qualifying upgrade\nrequired to interconnect a triggering project. No deduction shall be allowed\nunder this section for a taxpayer who has claimed a deduction under subdivision\n19 of § 58.1-322.03 for the same amount paid or cost incurred to install\nsuch qualifying upgrade.\n\t\t\tFor purposes of this subsection, “qualifying upgrade” and\n“triggering project” have the same meanings as provided for those\nterms in § 56-596.5.\n\nHISTORY: Code 1950, \u00a7\u00a7 58-151.013, 58-151.032; 1971, Ex. Sess., c. 171; 1972,\ncc. 310, 827; 1973, cc. 198, 345, 458; 1974, cc. 320, 682; 1975, cc. 46, 50;\n1976, cc. 528, 694, 781; 1977, cc. 297, 612; 1978, cc. 67, 158, 783, 785; 1979,\ncc. 226, 371, 596; 1981, cc. 402, 414; 1982, c. 633; 1983, cc. 452, 472; 1984,\ncc. 153, 162, 636, 672, 674, 675, 729; 1985, cc. 221, 465; 1987, c. 484; 1989,\ncc. 39, 639; 1992, c. 678; 1994, c. 590; 1997, c. 106; 1998, c. 874; 1999, cc.\n339, 971; 2000, cc. 419, 1021, 1039; 2003, cc. 3, 58, 209; 2004, Sp. Sess. I, c.\n3; 2006, c. 214; 2008, cc. 149, 211; 2009, cc. 426, 508, 558; 2010, cc. 802,\n830; 2011, c. 851; 2012, cc. 96, 256; 2015, cc. 248, 335, 336; 2016, cc. 304,\n342, 391; 2017, c. 762; 2018, c. 821; 2019, cc. 17, 18, 270; 2020, c. 738; 2021,\nSp. Sess. I, cc. 117, 118, 552; 2022, cc. 3, 19, 648; 2022, Sp. Sess. I, c. 1;\n2023, Sp. Sess. I, c. 1; 2025, cc. 615, 658.","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}}