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<law><site_title>Virginia Decoded</site_title><site_url>https://vacode.org</site_url><law_id>54196</law_id><section_number>13.1-615.1</section_number><catch_line>Charter and entrance fees for corporations</catch_line><edition url="https://vacode.org/2025/" slug="2025" current="TRUE" last_updated="">2025</edition><referred_to_by><reference>13.1-1005</reference></referred_to_by><structure><unit label="title" level="1" order_by="1" identifier="13.1">Corporations</unit><unit label="chapter" level="2" order_by="1" identifier="9">Virginia Stock Corporation Act</unit><unit label="article" level="3" order_by="1" identifier="2">Fees</unit></structure><text>
						<section id="A"><p><span class="prefix-number">A.</span> Every <span class="dictionary">domestic corporation</span>, upon the granting of its charter or upon its incorporation by domestication or conversion, shall pay a charter fee into the <span class="dictionary">state</span> treasury, and every <span class="dictionary">foreign corporation</span>, when it obtains from the <span class="dictionary">State</span> Corporation <span class="dictionary">Commission</span> a certificate of authority to transact business in the Commonwealth, shall pay an entrance fee into the <span class="dictionary">state</span> treasury. The fee in each case is to be ascertained and fixed as follows:
			For any domestic or <span class="dictionary">foreign corporation</span> whose number of <span class="dictionary">authorized shares</span> is 1,000,000 or fewer shares: $50 for each 25,000 shares or fraction thereof;
			For any domestic or <span class="dictionary">foreign corporation</span> whose number of <span class="dictionary">authorized shares</span> is more than 1,000,000 shares: $2,500. <a id="paragraph-198940" class="section-permalink" href="https://vacode.org/13.1-615.1/#A"><i class="fa fa-link"/></a></p></section>
						<section id="B"><p><span class="prefix-number">B.</span> For any <span class="dictionary">foreign corporation</span> that files articles of domestication and that had authority to transact business in the Commonwealth at the time of such filing, the charter fee to be charged upon domestication shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as an entrance fee by such corporation. <a id="paragraph-198941" class="section-permalink" href="https://vacode.org/13.1-615.1/#B"><i class="fa fa-link"/></a></p></section>
						<section id="C"><p><span class="prefix-number">C.</span> Whenever by articles of amendment, articles of <span class="dictionary">merger</span>, articles of correction, or articles of ratification, the number of <span class="dictionary">authorized shares</span> of any domestic or <span class="dictionary">foreign corporation</span> or of the surviving corporation is increased, the charter or entrance fee to be charged shall be an amount equal to the difference between the amount already paid as a charter or entrance fee by such corporation and the amount that would be required by this section to be paid if the increased number of <span class="dictionary">authorized shares</span> were being stated at that time in the original <span class="dictionary">articles of incorporation</span>. <a id="paragraph-198942" class="section-permalink" href="https://vacode.org/13.1-615.1/#C"><i class="fa fa-link"/></a></p></section>
						<section id="D"><p><span class="prefix-number">D.</span> For any <span class="dictionary">domestic nonstock corporation</span>, limited liability company, business trust, limited partnership, or partnership that files articles of conversion to become a <span class="dictionary">domestic corporation</span> and that had previously converted from a <span class="dictionary">domestic corporation</span>, the charter fee to be charged upon conversion shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as a charter fee by the <span class="dictionary">domestic nonstock corporation</span>, limited liability company, business trust, limited partnership, or partnership when it was a <span class="dictionary">domestic corporation</span>. <a id="paragraph-198943" class="section-permalink" href="https://vacode.org/13.1-615.1/#D"><i class="fa fa-link"/></a></p></section>
						<section id="E"><p><span class="prefix-number">E.</span> For any <span class="dictionary">domestic nonstock corporation</span> that files articles of conversion to become a <span class="dictionary">domestic corporation</span> and that was not previously incorporated as a <span class="dictionary">domestic corporation</span>, the charter fee to be charged shall be an amount equal to the difference between the amount already paid as a charter fee by the <span class="dictionary">domestic nonstock corporation</span> upon its incorporation and the amount that would be required by this section to be paid in accordance with the number of <span class="dictionary">authorized shares</span> in the corporation&#x2019;s amended and restated <span class="dictionary">articles of incorporation</span>. <a id="paragraph-198944" class="section-permalink" href="https://vacode.org/13.1-615.1/#E"><i class="fa fa-link"/></a></p></section>
						<section id="F"><p><span class="prefix-number">F.</span> If no charter or entrance fee has been heretofore paid to the Commonwealth, the amount to be paid shall be the same as would have to be paid on original incorporation or application for authority to transact business. <a id="paragraph-198945" class="section-permalink" href="https://vacode.org/13.1-615.1/#F"><i class="fa fa-link"/></a></p></section></text><history>1988, c. 405; 2001, c. 545; 2002, c. 1; 2007, c. 810; 2008, c. 509; 2015, c. 623; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.</history><metadata></metadata></law>
