                                 CODE OF VIRGINIA

ANNUAL REGISTRATION FEES TO BE PAID BY DOMESTIC AND FOREIGN CORPORATIONS;
PENALTY FOR FAILURE TO PAY TIMELY (§ 13.1-775.1)

A. Every domestic corporation and every foreign corporation authorized 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 incorporated or authorized to transact business in the Commonwealth, and by
such date in each year thereafter, an annual registration fee as prescribed by
this section, provided that (i) for a domestic corporation that became a
domestic corporation by conversion from a domestic nonstock corporation or
limited liability company, or by domestication or conversion from a foreign
corporation, nonstock corporation, or limited liability company that was
authorized or registered to transact business in the Commonwealth at the time of
the domestication or conversion, 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 domestication or conversion and (ii) for a domestic corporation that became
a domestic corporation by conversion from a domestic limited partnership or
business trust, or from a foreign limited partnership or business trust that was
registered to transact business in the Commonwealth at the time of the
conversion, 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 corporation shall be due in
the year after the calendar year in which the conversion became effective when
the annual registration fee of the domestic or foreign limited partnership or
business trust was paid for the calendar year in which it converted, or when the
month in which the conversion was effective precedes the month in which the
domestic corporation was originally incorporated, organized, or formed as an
entity by two months or less. At the discretion of the Commission, the annual
registration fee due date for a corporation may be extended, on a monthly basis
for a period of not less than one month nor more than 11 months, at the request
of its registered agent of record or as may be necessary to distribute annual
registration fee due dates of corporations as equally as practicable throughout
the year on a monthly basis.
			Any such corporation whose number of authorized shares is 5,000 or less shall
pay an annual registration fee of $50. Any such corporation whose number of
authorized shares is more than 5,000 shall pay an annual registration fee of $50
plus $15 for each 5,000 shares or fraction thereof in excess of 5,000 shares, up
to a maximum of $850.
			The annual registration fee shall be irrespective of any specific license tax
or other tax or fee imposed by law upon the corporation for the privilege of
carrying on its business in the Commonwealth or upon its franchise, property, or
receipts.

B. Each year, the Commission shall ascertain from its records the number of
authorized shares of each domestic corporation and each foreign corporation
authorized to transact business in the Commonwealth, as of the first day of the
second month next preceding the month in which it was incorporated or authorized
to transact business in the Commonwealth and, except as provided in subsection
A, shall assess against each such corporation the annual registration fee herein
imposed. Notwithstanding the foregoing, (i) for a domestic corporation that
became a domestic corporation by conversion from a domestic nonstock corporation
or limited liability company, or by domestication or conversion from a foreign
corporation, nonstock corporation, or limited liability company that was
authorized or registered to transact business in the Commonwealth at the time of
the domestication or conversion, 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 corporation that became a domestic corporation by conversion from a
domestic or foreign 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 corporation was originally
incorporated, organized, or formed as an entity. In any year in which a
corporation&#8217;s annual registration fee due date is extended pursuant to
subsection A, the annual registration fee assessment shall be increased by a
prorated amount to cover the period of extension. A statement of the assessment,
when made, shall be forwarded by the clerk of the Commission to the Comptroller
and to each such corporation.

C. Any domestic or foreign corporation that fails to pay the annual registration
fee herein imposed within the time prescribed shall incur a penalty of 10
percent of the annual registration fee, or $10, whichever is greater, which
shall be added to the amount of the annual registration fee due. The penalty
shall be in addition to any other penalty or liability imposed by law.

D. The fees paid into the state treasury under this section shall be set aside
as a special fund to be used only by the Commission as it deems necessary to
defray all costs of staffing, maintaining and operating the office of the clerk
of the Commission, together with all other costs incurred by the Commission in
supervising, implementing and administering the provisions of Part 5 (&#xA7;
8.9A-501 et seq.) of Title 8.9A, this title, except for Chapters 5 (&#xA7;
13.1-501 et seq.) and 8 (&#xA7; 13.1-557 et seq.) and Article 7 (&#xA7; 55.1-653
et seq.) of Chapter 6 of Title 55.1, provided that one-half of the fees
collected shall be credited to the general fund. The excess of fees collected
over the projected costs of administration in the next fiscal year shall be paid
into the general fund prior to the close of the fiscal year.

HISTORY: 1988, c. 405; 1991, c. 311; 1997, c. 216; 2005, c. 765; 2010, c. 753;
2021, Sp. Sess. I, c. 487.