                                 CODE OF VIRGINIA

FEES TO BE COLLECTED BY COMMISSION; APPLICATION OF PAYMENT; PAYMENT OF FEES
PREREQUISITE TO COMMISSION ACTION; EXCEPTIONS (§ 13.1-615)

A. The Commission shall assess the registration fees and shall charge and
collect the filing fees, charter fees, and entrance fees imposed by law. The
Commission shall have authority to certify to the Comptroller directing refund
of any overpayment of a fee, or of any fee collected for a document that is not
accepted for filing, at any time within one year from the date of its payment.
When the Commission receives payment of an annual registration fee assessed
against a domestic or foreign corporation, such payment shall be applied against
any unpaid annual registration fees previously assessed against such
corporation, including any penalties incurred thereon, beginning with the
assessment or penalty that has remained unpaid for the longest period of time.

B. The Commission shall not file or issue with respect to any domestic or
foreign corporation any document or certificate specified in this chapter,
except the annual report required by &#xA7; 13.1-775, a statement of change
pursuant to &#xA7; 13.1-635 or 13.1-764, and a statement of resignation pursuant
to &#xA7; 13.1-636 or 13.1-765, until all fees, fines, penalties, and interest
assessed, imposed, charged, or to be collected by the Commission pursuant to
this chapter or Title 12.1 have been paid by or on behalf of such corporation.
Notwithstanding the foregoing, the Commission may file or issue any document or
certificate with respect to a domestic or foreign corporation that has been
assessed an annual registration fee if the document or certificate is filed or
issued with an effective date that is on or before the due date of the
corporation&#8217;s annual registration fee payment in any year, provided that
the Commission shall not issue a certificate of domestication with respect to a
foreign corporation, a certificate of conversion with respect to a foreign
eligible entity, or a certificate of conversion with respect to a domestic
corporation that will become a domestic eligible entity until the annual
registration fee has been paid by or on behalf of that corporation or eligible
entity.

C. A domestic or foreign corporation shall not be required to pay the annual
registration fee assessed against it pursuant to subsection B of § 13.1-775.1
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 termination of corporate existence, a certificate of
   domestication for a domestic corporation, or a certificate of conversion for a
   domestic corporation that will become a foreign eligible entity;

   2. A certificate of withdrawal for a foreign corporation;

   3. A certificate of merger or an authenticated copy of an instrument of merger
   for a domestic or foreign corporation that has merged into a surviving
   domestic corporation or eligible entity or into a surviving foreign
   corporation or eligible entity; or

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

D. A foreign corporation that has amended its articles of incorporation to
reduce the number of shares it is authorized to issue, effective prior to its
annual registration fee assessment date pursuant to subsection B of &#xA7;
13.1-775.1 of a given year, and has timely filed an authenticated copy of the
amendment with the Commission pursuant to &#xA7; 13.1-760 after its annual
registration fee assessment date pursuant to subsection B of &#xA7; 13.1-775.1
shall have its annual registration fee reassessed to reflect the new number of
authorized shares.

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

HISTORY: Code 1950, § 13.1-122; 1956, c. 428; 1985, c. 522; 1988, c. 405; 1989,
c. 152; 1991, c. 309; 1997, c. 216; 2001, c. 545; 2002, c. 1; 2005, c. 765;
2006, c. 659; 2007, c. 810; 2009, c. 216; 2010, c. 753; 2015, c. 623; 2019, c.
734; 2021, Sp. Sess. I, c. 487.