                                 CODE OF VIRGINIA

ELECTIVE INCOME TAX ON PASS-THROUGH ENTITIES (§ 58.1-390.3)

A. 1.  For taxable years beginning on and after January 1, 2021, but before
January 1, 2022, a pass-through entity may make an election, in a format and
according to such requirements and procedures to be established by the
Department, to pay the tax levied by this section at the entity level for the
taxable year. Such election shall be made on or before a date to be determined
by the Department, which shall be set no earlier than one year after the
extended due date for filing the applicable return. Notwithstanding §§
58.1-1812 and 58.1-1833, no interest shall accrue on underpayments or
overpayments solely attributable to such election.

   2. For taxable years beginning on and after January 1, 2022, but before
   January 1, 2027, a pass-through entity may make an annual election, on its
   timely filed return pursuant to &#xA7; 58.1-392, to pay the tax levied by this
   section at the entity level for the taxable period covered by such return.
   Such election shall be made on or before the due date for filing the
   applicable return, including any extensions that have been granted.

B. A tax at the rate of 5.75 percent is hereby annually imposed on the Virginia
taxable income, as calculated pursuant to &#xA7; 58.1-391 but taking into
account only the pro rata or distributive share of each item of income, gain,
loss, or deduction attributable to eligible owners, for each taxable year of
every pass-through entity that makes the election provided under subsection A.

C. In computing the tax imposed by this section, the pro rata or distributive
share of the Virginia taxable income of each nonresident eligible owner shall be
limited to income that is attributable to Virginia sources and shall be subject
to the modifications to income as described in &#xA7;&#xA7; 58.1-322.01 through
58.1-322.04.

D. A pass-through entity that elects to pay the tax levied by subsection B shall
be eligible for all credits, deductions, or other adjustments to taxable income
under &#xA7; 58.1-391, provided that a pass-through entity&#8217;s taxable
income shall be adjusted to eliminate any federal deduction for state and local
income taxes.

E. Any person that is subject to the tax imposed under &#xA7; 58.1-320 or
58.1-360 and is an eligible owner of a pass-through entity making the election
pursuant to this section shall be entitled to a credit against the tax imposed,
provided that taxable income has been adjusted to add back any deduction for
state and local income taxes paid by the pass-through entity. Such credit shall
be in an amount equal to such person&#8217;s pro rata share of the tax paid
under this section by any pass-through entity of which such person is an owner.
If the amount of the credit allowed pursuant to this subsection exceeds such
person&#8217;s tax liability for the tax imposed under &#xA7; 58.1-320 or
58.1-360, as applicable, such excess shall be treated as an overpayment and
refundable pursuant to &#xA7; 58.1-499.

F. If any pass-through entity makes an election pursuant to this section, the
Department shall assess and collect tax, interest, and penalties as if such tax
is a corporate income tax imposed pursuant to the provisions of Article 10
(&#xA7; 58.1-400 et seq.).

G. The Department shall develop and make publicly available guidelines
implementing the provisions of this section and the credit authorized by
subdivision C 2 of &#xA7; 58.1-332.

HISTORY: 2022, cc. 690, 689; 2023, cc. 686, 687; 2025, c. 725.