                                 CODE OF VIRGINIA

ASSESSMENT OF ANNUAL REGISTRATION FEES; ANNUAL REGISTRATION FEES TO BE PAID BY
DOMESTIC AND FOREIGN LIMITED LIABILITY COMPANIES (§ 13.1-1062)

A. Every domestic limited liability company, every protected series, every
foreign limited liability company registered to transact business in the
Commonwealth, and every foreign protected series registered to transact business
in the Commonwealth shall pay into the state treasury on or before the last day
of the twelfth month next succeeding the month in which it was organized,
established, or registered to transact business in the Commonwealth, and by such
date in each year thereafter, an annual registration fee of $50, provided that
(i) for a domestic limited liability company that became a domestic limited
liability company by conversion from a domestic stock corporation or nonstock
corporation, or by domestication from a foreign limited liability company that
was registered to transact business in the Commonwealth at the time of the
domestication, the annual registration fee shall be paid each year on or before
the date on which its annual registration fee was due prior to the conversion or
domestication and (ii) for a domestic limited liability company that became a
domestic limited liability company by conversion from a domestic limited
partnership or business trust, the annual registration fee shall be paid each
year on or before the last day of the twelfth month next succeeding the month in
which it was originally incorporated, organized, or formed as an entity, except
the initial annual registration fee to be paid by the domestic limited liability
company shall be due in the year after the calendar year in which the conversion
became effective when the annual registration fee of the domestic limited
partnership or business trust was paid for the calendar year in which it was
converted, or when the month in which the conversion was effective precedes the
month in which the domestic limited partnership or business trust was originally
incorporated, organized, or formed as an entity by two months or less.
			The annual registration fee shall be imposed irrespective of any specific
license tax or other tax or fee imposed by law upon the domestic or foreign
limited liability company or any protected series thereof for the privilege of
carrying on its business in the Commonwealth or upon its franchise, property, or
receipts.

B. Each year, the Commission shall ascertain from its records each domestic
limited liability company, each protected series, each foreign limited liability
company registered to transact business in the Commonwealth, and each foreign
protected series registered to transact business in the Commonwealth, as of the
first day of the second month next preceding the month in which it was
organized, established, or registered to transact business in the Commonwealth,
and, except as provided in subsection A, shall assess against each such limited
liability company and each such protected series the annual registration fee
herein imposed. Notwithstanding the foregoing, (i) for a domestic limited
liability company that became a domestic limited liability company by conversion
from a domestic stock corporation or nonstock corporation, or by domestication
from a foreign limited liability company that was registered to transact
business in the Commonwealth at the time of the domestication, the assessment
shall be made as of the first day of the second month next preceding the month
in which its annual registration fee was due prior to the conversion or
domestication and (ii) for a domestic limited liability company that became a
domestic limited liability company by conversion from a domestic limited
partnership or business trust, except as provided in subsection A, the
assessment shall be made as of the first day of the second month next preceding
the month in which the domestic limited liability company was originally
incorporated, organized, or formed as an entity.

C. At the discretion of the Commission, the annual registration fee due date for
a limited liability company may be extended, on a monthly basis for a period of
not less than one month nor more than 11 months, at the request of its
registered agent of record or as may be necessary to distribute annual
registration fee due dates of limited liability companies as equally as
practicable throughout the year on a monthly basis.

D. A statement of the assessment, when made, shall be forwarded by the clerk of
the Commission to the Comptroller and to each domestic and foreign limited
liability company and each protected series thereof.

E. A domestic or foreign limited liability company shall not be required to pay
the annual registration fee assessed against it pursuant to subsection B in any
year if (i) the Commission issues or files any of the following types of
certificate or instrument and (ii) the certificate or instrument is effective on
or before the annual registration fee due date:

   1. A certificate of cancellation of existence or a certificate of organization
   surrender for a domestic limited liability company;

   2. A certificate of cancellation for a foreign limited liability company;

   3. A certificate of merger or an authenticated copy of an instrument of merger
   for a domestic or foreign limited liability company that has merged into a
   surviving domestic limited liability company or other business entity or into
   a surviving foreign limited liability company or other business entity; or

   4. An authenticated copy of an instrument of entity conversion for a foreign
   limited liability company that has converted to a different entity type.
   				The Commission shall cancel the annual registration fee assessments
   specified in this subsection that remain unpaid.

F. Annual registration assessments that have been paid shall not be refunded.

G. The fees paid into the state treasury under this section and the fees
collected under &#xA7; 13.1-1005 shall be set aside and paid into the special
fund created under &#xA7; 13.1-775.1, and shall be used only by the Commission
as it deems necessary to defray the costs of the Commission and of the office of
the clerk of the Commission in supervising, implementing, administering and
enforcing the provisions of this chapter. The projected excess of fees collected
over the costs of administration and enforcement so incurred shall be paid into
the general fund prior to the close of each fiscal year, based on the unexpended
balance of the special fund at the end of the prior fiscal year. An adjustment
of this transfer amount to reflect actual fees collected shall occur during the
first quarter of the succeeding fiscal year. For the purpose of determining the
projected excess of fees and the actual fees collected under this section, the
Commission, for any prepaid annual registration fee paid in accordance with
subsection H, shall include only the portion of the prepaid annual registration
fee attributable to the year to which the fee pertains.

H. Notwithstanding the provisions of this section, the Commission is authorized
to establish a process for online prepayment of the annual registration fees
required by this section whereby a domestic or foreign limited liability company
may prepay its annual registration fees for two or three years.

HISTORY: 1991, c. 168; 1995, c. 621; 2001, c. 545; 2002, c. 1; 2006, c. 748;
2010, c. 703; 2013, c. 17; 2019, c. 636; 2021, Sp. Sess. I, c. 487; 2022, c.
290.