Nonprofit Corporation Administrative Dissolution and Reinstatement in Virginia

At a glance

Requirements one by one

Two paths to termination

Under Va. Code § 13.1-914(A), an unpaid annual registration fee or overdue annual report results in automatic termination on the last day of the fourth month after its due date if still uncured. The Commission must mail impending-termination notice, but the automatic date applies whether the notice is mailed or not. Section 13.1-936(C) sets the annual report due date; § 13.1-936.1(A) sets the $25 annual fee and retains a narrow pre-1970 nonstock exemption. A late fee also incurs the $10 penalty in § 13.1-936.1(C).

A separate § 13.1-914(B) route follows registered-agent resignation. If no change is filed within 31 days after the resignation statement, the Commission mails notice; failure to file the change before the last day of the second month after the notice month automatically terminates existence. Under § 13.1-915(A), (C), missing registered office or agent, failure to file a required document, excess or abuse of authority, and the stated federal conviction can lead to termination by Commission order only after a show-cause rule and an opportunity to be heard.

Powers and restoration

After termination under § 13.1-914, the corporation’s affairs and property pass to its directors as liquidation trustees to collect assets, discharge liabilities, and distribute the balance (§ 13.1-914(C)). Pretermination claims remain enforceable in corporate name (§ 13.1-917). A resigning registered agent’s appointment and office discontinue when the resignation takes effect under § 13.1-835.

Section 13.1-916(A)–(C) permits an application to the Commission within five years, subject to the stated abuse-of-authority and court-decree exceptions. The application includes the corporate ID and authorized signature or qualifying affidavit, $10 reinstatement fee, accrued annual fees and penalties, the specified annual report, a new-agent statement if necessary, and name-change articles plus filing fee if the name no longer complies. The Commission’s reinstatement order deems existence continuous from the termination date. Section 13.1-915(A) separately bars reinstatement for at least one year after the specified federal conviction.

Enacted 2027 change

The official Code also prints January 1, 2027 replacements from 2026 Acts chapters 393 and 394. The replacement § 13.1-916(B)(2) raises the reinstatement fee to $100; replacement § 13.1-914(C) expressly authorizes trustees to sell, convey and dispose of property not distributed in kind. The current $10 fee applies before that effective date.

What trips people up

The report/fee route uses an automatic calendar date even if its notice was not mailed. The agent-resignation route uses a different notice and cure clock. Section 13.1-915’s other grounds require a Commission order and show-cause process.

Common questions

Can the corporation use its original name on reinstatement?

Only if the name complies with § 13.1-829 at the time of reinstatement. Otherwise § 13.1-916(B)(5) requires name-change articles and the filing fee; § 13.1-816(2)(b) lists a $25 articles-of-amendment fee.

Does reinstatement erase the gap in corporate existence?

Section 13.1-916(C) says the Commission order deems existence to have continued from termination as though termination had never occurred, and determines interval liabilities on the same basis.

Statutes and sources

Va. Code § 13.1-936(C) (current)

Except as otherwise provided in this subsection, the annual report of a domestic or foreign corporation shall be filed with the Commission 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 on or before such date in each year thereafter. The report shall be filed no earlier than three months prior to its due date each year.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-936.1(A), (C) (current)

Every domestic corporation and every foreign corporation authorized to conduct its affairs 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 conduct its affairs in the Commonwealth, and by such date in each year thereafter, an annual registration fee of $25, provided that for a domestic corporation that became a domestic corporation by conversion from a domestic stock corporation or by domestication from a foreign corporation that was authorized to transact business in the Commonwealth at the time of the conversion or domestication, 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 conversion or domestication.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-936.1(C) (current)

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, 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.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-914(A) (current)

A. If any domestic corporation fails to file its annual report or pay its annual registration fee in a timely manner as required by this chapter, the Commission shall mail to each such corporation a notice of the impending termination of its corporate existence. Whether or not such notice is mailed, if any corporation fails to file its annual report or pay its annual registration fee on or before the last day of the fourth month immediately following its annual report or annual registration fee due date each year, the corporate existence of the corporation shall be automatically terminated as of that day.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-914(B) (current)

B. If any domestic corporation whose registered agent has filed with the Commission his statement of resignation pursuant to § 13.1-835 fails to file a statement of change pursuant to § 13.1-834 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the corporation of the impending termination of its corporate existence. If the corporation fails to file the statement of change before the last day of the second month immediately following the month in which the impending termination notice was mailed, the corporate existence of the corporation shall be automatically terminated as of that day.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-914(C)–(D) (current)

C. The properties and affairs of a corporation whose corporate existence has been terminated pursuant to this section shall pass automatically to its directors as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the corporation, (ii) pay, satisfy, and discharge its liabilities and obligations, and (iii) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets in accordance with § 13.1-907 . D. No officer, director, or agent of a corporation shall have any personal obligation for any of the liabilities of the corporation whether such liabilities arise in contract, tort, or otherwise, solely by reason of the termination of the corporation's existence pursuant to this section.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-915(A), (C) (current)

A. The corporate existence of a corporation may be terminated involuntarily by order of the Commission when it finds that the corporation (i) has continued to exceed or abuse the authority conferred upon it by law; (ii) has failed to maintain a registered office or a registered agent in the Commonwealth as required by law; (iii) has failed to file any document required by this Act to be filed with the Commission; or (iv) has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its officers and directors constituting a pattern or practice of employing unauthorized aliens in the Commonwealth. Upon termination, the properties and affairs of the corporation shall pass automatically to its directors as trustees in liquidation. The trustees then shall proceed to collect the assets of the corporation, and pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets in accordance with § 13.1-907 . A corporation whose existence is terminated pursuant to clause (iv) shall not be eligible for reinstatement for a period of not less than one year. B. Any corporation convicted of the offense listed in clause (iv) of subsection A shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. C. Before entering any such order the Commission shall issue a rule against the corporation giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-835(A)–(B) (current)

A. A registered agent may resign as agent for the corporation by signing and filing with the Commission a statement of resignation stating (i) the name of the corporation, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the corporation. The statement of resignation shall be accompanied by a certification that the registered agent will have a copy of the statement mailed to the principal office of the corporation by certified mail on or before the business day following the day on which the statement is filed. When the statement of resignation takes effect, the registered office is also discontinued. B. A statement of resignation takes effect on the earlier of (i) 12:01 a.m. on the thirty-first day after the date on which the statement was filed or (ii) the date on which a statement of change to appoint a registered agent is filed, in accordance with § 13.1-834 , with the Commission.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-916(A)–(C) (current)

A. A corporation that has ceased to exist pursuant to this article may apply to the Commission for reinstatement within five years thereafter unless the corporate existence was terminated by order of the Commission (i) upon a finding that the corporation has continued to exceed or abuse the authority conferred upon it by law or (ii) entered pursuant to § 13.1-911 and the circuit court's decree directing dissolution contains no provision of reinstatement of corporate existence. B. To have its corporate existence reinstated, the corporation shall provide the Commission with the following: 1. An application for reinstatement, which shall include the identification number issued by the Commission to the corporation, and which may be in the form of a letter signed by an officer or director of the corporation, or which may be by affidavit signed by an agent of any member's interests stating that after diligent search by such agent, no officer or director can be found; 2. A reinstatement fee of $10; 3. All annual registration fees and penalties that were due before the corporation ceased to exist and that would have been assessed or imposed to the date of reinstatement if the corporation's existence had not been terminated; 4. An annual report for the calendar year that corresponds to the calendar year of the latest annual registration fee that was assessed or that would have been assessed to the date of reinstatement; 5. If the name of the corporation does not comply with the provisions of § 13.1-829 at the time of reinstatement, articles of amendment to the articles of incorporation to change the corporation's name to a name that satisfies the provisions of § 13.1-829 , with the fee required by this chapter for the filing of articles of amendment; and 6. If the corporation's registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-834 . C. If the corporation complies with the provisions of this section, the Commission shall enter an order of reinstatement of corporate existence. Upon entry of the order of reinstatement, the corporate existence shall be deemed to have continued from the date of termination as if termination had never occurred, and any liability incurred by the corporation or a director, officer, or other agent after the termination and before the reinstatement is determined as if the termination of the corporation's existence had never occurred.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-917 (current)

The termination of corporate existence shall not take away or impair any remedy available to or against the corporation, its directors, officers or members, for any right or claim existing, or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-829(B) (current)

B. Except as authorized by subsection C, a corporate name shall be distinguishable upon the records of the Commission from: 1. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth;

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-816(2)(b) (current)

2. For filing any one of the following, the fee shall be $25: a. Articles of incorporation, domestication, or incorporation surrender. b. Articles of amendment or restatement.

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-916(B)(2) (effective Jan. 1, 2027)

B. To have its corporate existence reinstated, the corporation shall provide the Commission with the following: 1. An application for reinstatement, which shall include the identification number issued by the Commission to the corporation, and which may be in the form of a letter signed by an officer or director of the corporation, or which may be by affidavit signed by an agent of any member's interests stating that after diligent search by such agent, no officer or director can be found; 2. A reinstatement fee of $100;

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).

Va. Code § 13.1-914(C) (effective Jan. 1, 2027)

C. The properties and affairs of a corporation whose corporate existence has been terminated pursuant to this section shall pass automatically to its directors as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the corporation; (ii) sell, convey, and dispose of its properties that are not to be distributed in kind, if any; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets in accordance with §§ 13.1-907 and 13.1-912 .

Source: https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/ (accessed 2026-09-28).