Virginia: LLC Annual and Biennial Report Requirements
The short answer
Virginia LLCs do not file an annual report — that requirement is only for corporations. Instead, every LLC pays a flat $50 annual registration fee to the State Corporation Commission, due by the last day of its anniversary month each year (first payment the year after forming). There is no information form to complete, just the fee. Miss it and a $25 penalty is added; leave it unpaid past the last day of the third month after the due date and the LLC's existence is automatically canceled — though it can be reinstated within five years.
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This is the general rule in Virginia. Ezel applies current Virginia law to your specific facts and answers with citations to the statutes.
| Periodic report obligation | A recurring annual registration fee, not an information report. Virginia LLCs file no annual report (only corporations do); instead every domestic and registered foreign LLC must pay a yearly annual registration fee to the State Corporation Commission (Va. Code § 13.1-1062). No member, manager, or address form is attached to it |
|---|---|
| Frequency and first report | Annual. The first payment is due on or before the last day of the twelfth month after the month of organization or registration — the end of the anniversary month in the year after forming — and by that date every year after (Va. Code § 13.1-1062(A)) |
| Due date and filing window | The last day of the LLC's anniversary month each year. The Commission assesses the fee about two months ahead and it may be paid early; a statement of assessment is mailed, but the duty does not depend on receiving it (Va. Code § 13.1-1062(A)–(D)) |
| Filing office and method | Virginia State Corporation Commission (SCC). Pay online through the Clerk's Information System (cis.scc.virginia.gov) or mail the assessment coupon and payment to the SCC Clerk's Office; there is no report to complete, only the fee |
| Required information | None beyond identity — there is no report. Payment is matched to the LLC by its SCC entity ID; Virginia collects no annual disclosure of members, managers, or addresses through this fee. Registered-agent or address changes are filed separately, only when they occur |
| Filing fee and related charges | $50 per year (Va. Code § 13.1-1062(A)). It is owed 'irrespective of any specific license tax or other tax' and is separate from state income tax; the Commission also allows online prepayment of two or three years (§ 13.1-1062(H)) |
| Late fee and delinquency | A $25 penalty is added if the fee is not paid on time (Va. Code § 13.1-1064(A)). The Commission mails a notice of the penalty and of impending cancellation; the LLC's public status shows as delinquent until it pays (§ 13.1-1064(B)) |
| Dissolution, reinstatement, and cure | If the fee is still unpaid on the last day of the third month after the due date, the LLC's existence is automatically canceled that day, with no order required (Va. Code § 13.1-1050.2(A)). The LLC may reinstate within 5 years by applying and paying a $100 reinstatement fee plus all back registration fees and penalties; reinstatement relates back as if cancellation never occurred (§ 13.1-1050.4) |
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Requirements one by one
Periodic report obligation
Virginia is a "fee, not report" state, and the distinction matters. Corporations in Virginia
file an annual report; LLCs do not. What every Virginia LLC owes instead is a flat annual
registration fee paid to the State Corporation Commission (SCC) under Va. Code § 13.1-1062.
There is no form listing members, managers, or addresses to fill out — the obligation is simply
to pay the fee each year. Both domestic LLCs and registered foreign (out-of-state) LLCs are
covered.
Frequency and first report
The fee is annual. Section 13.1-1062(A) sets the first payment "on or before the last day of the
twelfth month next succeeding the month in which it was organized ... and by such date in each
year thereafter." In plain terms: your first fee is due at the end of your anniversary month in
the year after you form, and at the end of that same month every year after. An LLC organized
in June 2026 owes its first $50 by June 30, 2027, then every June 30.
Due date and filing window
The due date is the last day of the anniversary month. The Commission assesses the fee about two
months before it is due (so you can pay early) and mails a statement of assessment. As with most
states, the duty does not hinge on receiving that notice — § 13.1-1062 makes the deadline the
LLC's to track. The Commission also allows online prepayment of two or three years at once
(§ 13.1-1062(H)).
Filing office and method
Payment goes to the State Corporation Commission. Most LLCs pay online through the Clerk's
Information System (cis.scc.virginia.gov); you can also mail the assessment coupon with a check to
the SCC Clerk's Office in Richmond. There is nothing to complete beyond identifying the LLC and
paying — no report narrative, no officer list.
Filing fee and related charges
The fee is $50 a year (§ 13.1-1062(A)), the same for domestic and foreign LLCs. The statute
says it is owed "irrespective of any specific license tax or other tax," so it stands apart from
Virginia income tax and any local license — paying one does not satisfy the other. Virginia does
not add an online surcharge for the registration fee.
Late fee and delinquency
Pay late and § 13.1-1064(A) adds a $25 penalty to the $50, for $75 total. The Commission
mails "a notice of assessment of the penalty ... and of the impending cancellation of its
existence" (§ 13.1-1064(B)), and the LLC shows as delinquent in the SCC's public records until
it pays. The penalty is flat — it does not grow month by month — but the cancellation clock is
what makes lateness serious.
Dissolution, reinstatement, and cure
This is where Virginia is strict. Under § 13.1-1050.2(A), "whether or not" the penalty notice
was mailed, if the fee is unpaid "on or before the last day of the third month immediately
following its annual registration fee due date," the LLC's existence "shall be automatically
canceled as of that day." No order and no hearing are required — the cancellation is
self-executing. The LLC is not gone forever: § 13.1-1050.4 lets it reinstate within five
years by applying, paying a $100 reinstatement fee plus all back registration fees and
penalties. A completed reinstatement relates back, so the LLC is treated as if it had never been
canceled.
What trips people up
- "I never got a report form, so nothing is due." There is no form. Virginia's LLC
obligation is a payment, not a report, and the deadline runs whether or not the SCC's
assessment notice reaches you (§ 13.1-1062). Calendar the last day of your anniversary month. - The three-month cliff. The $25 penalty is annoying; the automatic cancellation is the real
risk. Miss the due date and you have until the last day of the third month after it — after
that, § 13.1-1050.2 cancels the LLC by operation of law, and you are into a $100-plus
reinstatement instead of a $50 fee. - Confusing the $50 fee with income tax. The registration fee is a Commission charge for
keeping the entity on the rolls; it is "irrespective of any specific license tax or other tax."
Paying it does not cover Virginia income tax, and paying your taxes does not cover it.
Common questions
Does a Virginia LLC file an annual report?
No. Only corporations file annual reports in Virginia. An LLC's yearly obligation is the $50
annual registration fee under Va. Code § 13.1-1062 — a payment, with no information form attached.
When is my first Virginia annual registration fee due?
The last day of your anniversary month in the year after you form. An LLC organized in March 2026
owes its first $50 by March 31, 2027, then every March 31 (§ 13.1-1062(A)).
What happens if I pay late?
A $25 penalty is added right away (§ 13.1-1064). If you still have not paid by the last day of
the third month after the due date, your LLC's existence is automatically canceled
(§ 13.1-1050.2).
My Virginia LLC was canceled for nonpayment — can I get it back?
Yes, within five years. Under § 13.1-1050.4 you file a reinstatement application, pay a $100
reinstatement fee plus all the back fees and penalties, and the reinstatement relates back as if
the cancellation never happened. It does not, however, erase unpaid taxes.
Statutes and sources
- Va. Code § 13.1-1062 — the $50 annual registration fee, its anniversary-month due date and
first-year timing, its independence from other taxes, and multi-year prepayment.
https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1062/ (accessed 2026-07-16) - Va. Code § 13.1-1064 — the $25 late penalty and the Commission's notice of penalty and
impending cancellation.
https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1064/ (accessed 2026-07-16) - Va. Code § 13.1-1050.2 — automatic cancellation of the LLC's existence when the fee is
unpaid past the third month after the due date.
https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1050.2/ (accessed 2026-07-16) - Va. Code § 13.1-1050.4 — reinstatement within five years, the $100 fee plus back fees and
penalties, and relation-back.
https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1050.4/ (accessed 2026-07-16)
Source links
Every statute quoted above, linked, with the date we checked it.
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