Staying compliant in Virginia

Does Virginia require an annual report for LLCs?

No. The recurring item is a fee, not a report: the statute requires each LLC to pay an annual registration fee of $50, first due by the last day of the 12th month after the month of organization.¹

After that first payment, the same date comes round every year. The SCC's own fee page puts it in one line: "Your due date is the last day of the month your business was organized or registered". An LLC formed in October therefore pays by the end of October each year, beginning the October after formation.²

How the SCC bills it

The SCC sends a bill, but to an address you may not watch: the SCC mails the fee assessment to the registered agent two months before the due date. That detail shapes the rest of this page. If your agent is a service, passing it on depends on that service's mail handling. If you are your own agent, it arrives at the registered office. If the agent has moved, resigned or lost your contact details, the notice may never reach you, while the statutory due date stays the same.²

What the fee does not ask for

The payment is just that. The sources for this page describe no questionnaire, member list or address update attached to it, so changes to your agent or registered office need their own filing (covered under keeping your agent current below). Owners with an LLC in a report-based state can compare how annual reports work elsewhere, or see staying compliant in North Carolina and staying compliant in Pennsylvania for different models.

Does Virginia charge LLCs a franchise tax?

The only recurring charge from the SCC in this page's sources is the $50 annual registration fee. The sources gathered here don't cover any Virginia franchise or entity-level tax for LLCs.¹

Taxes sit with other agencies. The SCC keeps business entity records; the Virginia Department of Taxation handles state taxes, and the IRS handles federal returns. Which state registrations and returns your LLC needs depends on what it sells, whether it has employees and how it is taxed, so ask the Department of Taxation and a tax professional. Keep those dates on their own list, separate from the SCC fee. Paying the registration fee on time says nothing about whether your tax filings are current.

What happens if a Virginia LLC pays late or loses its agent?

A late annual registration fee brings a $25 penalty, and an LLC that still hasn't paid by the last day of the third month after the due date loses its existence automatically.²

The SCC's penalty table sets corporations apart and then says "All other business types are $25", which is the line covering LLCs. The cancellation is not discretionary. Under the statute, if the fee goes unpaid, "the existence of the limited liability company shall be automatically canceled as of that day".²

A missing agent leads to the same result by a different path. When an agent resigns and the LLC fails to file a statement of change pursuant to § 13.1-1016 within 31 days, the SCC sends notice of impending cancellation, and the LLC is canceled if no statement of change is filed by the last day of the second month following. The Virginia registered agent guide walks through the resignation rules in full.³

How reinstatement works in Virginia

The SCC's reinstatement filing is LLC1050.4P, and the cost is $100 plus all unpaid annual registration fees and penalties. The LLC must apply within five years after cancellation.⁴

A further condition covers agent cases: the LLC must file a statement of change if the agent resigned and no new agent was appointed. In practice that means lining up a qualifying agent before you apply, since Virginia limits who may act.⁴

The sources for this page don't say what happens to the LLC's name during the gap, or how the SCC treats contracts signed while the LLC was canceled. If the business kept trading, ask the SCC about the name and a lawyer about the rest. Reinstating quickly also limits how many unpaid fees and penalties pile into the bill.

How do you keep your Virginia agent and registered office current?

Virginia requires an LLC to keep a registered agent and a registered office in the state without a break (Va. Code § 13.1-1015).⁵

The statute's wording is that the LLC "shall continuously maintain in the Commonwealth". Any change goes on the Statement of Change of Registered Office and/or Registered Agent (Form LLC-1016), which carries no state charge (No fee).^{4, 5}

Use it when the agent changes, when the agent's office moves, or when an agent resigns, and file it before you cancel the old provider. If an agent resigns, its resignation takes effect at the earlier of 12:01 a.m. on the 31st day after filing or when a statement of change appointing a new agent is filed. The agent must mail a copy to the LLC's principal office, so keep that address current too. Foreign LLCs registered here, a registration that costs $100, carry the same duty, and the fee statute covers any LLC "organized, established, or registered".^{1, 6, 7}

For the order of steps, see changing a registered agent, and before ending a contract, read how to cancel an agent service.

What provider compliance features do in Virginia

The compliance plans in this page's sources are described in terms of annual reports. Virginia has none, so ask what a plan actually does with the registration fee.

• Annual report filing plans. InCorp Services lists $89 + state fees, LegalZoom $99 + state filing fees, Northwest Registered Agent $100 + state fees, and Swyft Filings sells ComplianceGuard $199/year. None of these descriptions mentions Virginia's registration fee. Ask in writing whether the plan pays it for you, and whether the provider's fee is charged even though there is no report.^{8, 9, 10, 11}
• Reminders are mentioned on several agent pages. ZenBusiness's page, describing what an agent does, mentions "State compliance notices and annual report reminders", Harbor Compliance lists "Annual report filing reminders included", and LegalZoom lists "Email reminders about annual report deadlines via Compliance Calendar". Check that the reminder is keyed to your formation month, which is the Virginia due date.^{12, 13, 14}
• Forwarding of state mail affects whether you see the bill, because the fee assessment goes to the agent. Swyft Filings, for instance, lists "Notifications of state correspondence". Ask how quickly a provider passes on SCC mail and through which channel.¹⁵
• Renewal terms add a second recurring bill beside the state fee. InCorp Services renews at $129 per year, Harbor Compliance at $159 annually, and Swyft Filings at $149 per quarter, billed until cancelled. Harbor Compliance also requires notice of non-renewal at least 90 days before the end of the current term.^{13, 15, 16, 17}

Prices side by side are on the Virginia registered agent comparison, and providers with compliance tools are grouped on services for compliance.

What does a Virginia LLC's first and second year look like?

Virginia's calendar runs on one date, the end of your formation month, and repeats each year.

Year one

1. Formation. The SCC files your Articles; note the month, because it sets your fee date. How to file is covered in the Virginia LLC formation guide, and the costs in the cheapest ways to form a Virginia LLC.
2. Confirm the contact details your registered agent holds, and note the agent's own renewal date.
3. Taxes: ask the Virginia Department of Taxation and the IRS which registrations apply, and diarise them separately.
4. Nothing is owed to the SCC for the rest of the formation year.

Year two and after

1. Watch for the assessment. Because the SCC mails the fee assessment to the registered agent two months before the due date, expect it ahead of your formation month.²
2. Pay $50 by the last day of your formation month.¹
3. If you miss it, pay it with the $25 penalty as soon as you can; the cancellation date is the last day of the third month after the due date.²
4. Review your record once a year and file Form LLC-1016 if the agent or registered office has changed.⁴
5. Before your provider's renewal date, decide whether to keep the service.

Terms on this page, such as registered office and reinstatement, are defined in the glossary. For what an agent does day to day, read what a registered agent is.