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Virginia LLC Annual Registration Fee: $50 a Year, Automatic Cancellation for Nonpayment

Every Virginia LLC pays a $50 annual registration fee to the State Corporation Commission, due on or before the last day of the twelfth month after its formation month. It is a fee, not an annual report. Pay late and a $25 penalty is added; leave it unpaid three months past the due date and the LLC's existence is automatically canceled.

By the LLCForming research teamFees checked Nov 8, 2026

The annual registration fee, in one table

Item	Virginia rule
Who pays	Every domestic LLC and every foreign LLC registered to transact business in Virginia, under Virginia Code section 13.1-1062 A.
When	On or before the last day of the twelfth month next succeeding the month in which the LLC was organized or registered, and by that date in each year thereafter. The SCC states it plainly: your due date is the last day of the month your business was organized or registered.
Fee	$50.
Late penalty	$25, added to the fee due, under section 13.1-1064 A. Payments not received on or before the due date draw the penalty regardless of weekends or holidays.
What it is not	It is not an annual report. Chapter 12 imposes no informational annual report on an LLC; the SCC's annual report filings, with directors and officers, are corporation filings. The recurring LLC obligation is this fee.

How the billing works: the SCC assesses the fee and sends notification to the registered agent at the registered office two months before it is due. Payment may not be made before the fee is assessed, which is why you cannot simply prepay on formation day, although section 13.1-1062 H authorizes an SCC process for online prepayment for two or three years. Online payment carries no processing fee.

Automatic cancellation: Virginia's name for the consequence

Under section 13.1-1050.2 A, whether or not the Commission mails its notice, if an LLC fails to pay its annual registration fee on or before the last day of the third month immediately following its annual registration fee due date, the existence of the LLC is automatically canceled as of that day. The SCC's example: an LLC organized in April owes the fee by the last day of April; if it remains unpaid on the last day of July, the LLC is canceled. This is not called administrative dissolution in Virginia, and the difference is more than vocabulary, because the reinstatement rule below is keyed to cancellation. On cancellation, the LLC's properties and affairs pass automatically to its managers, or, if member-managed, its members, as trustees in liquidation, who must collect the assets, pay and discharge the liabilities, and distribute the remainder. No member, manager, or other agent has personal liability for LLC debts solely by reason of the cancellation. A second cancellation track runs through the registered agent: if the agent resigns under section 13.1-1017 and the LLC does not file a statement of change appointing a new agent within 31 days, the Commission mails a notice of impending cancellation, and existence is automatically canceled if the statement is not filed by the last day of the second month following the month the notice was mailed.

Reinstatement: $100 plus everything you missed, within five years

An LLC that has ceased to exist may apply for reinstatement within five years, under section 13.1-1050.4, unless the cancellation was by Commission order for exceeding or abusing its authority, a ground that carries no reinstatement path. The application, which may be a letter, includes the LLC's Commission identification number, a reinstatement fee of $100, and all annual registration fees and penalties that were due before cancellation and that would have been assessed to the date of reinstatement if existence had not been canceled. If the name no longer complies with section 13.1-1012, articles of amendment to change it are required, with their fee, and if the registered agent resigned and no new agent has been appointed, a statement of change under section 13.1-1016 must be filed. On compliance, the Commission enters an order of reinstatement and the LLC's existence is deemed to have continued from the date of cancellation as if cancellation had never occurred.

Foreign LLCs: the same fee, the same cliff

A registered foreign LLC pays the same $50 annual registration fee on the same schedule, measured from its month of registration, with the same $25 penalty. Under section 13.1-1056.1 A, if it fails to pay by the last day of the third month following its due date, it automatically ceases to be authorized to transact business in Virginia and its certificate of registration is automatically canceled as of that day. Reinstatement of a canceled certificate follows section 13.1-1056.3: within five years, a $100 reinstatement fee plus all annual registration fees and penalties that would have accrued, with authenticated copies of any constituent document amendments since cancellation. A foreign LLC leaving Virginia on purpose files an application for a certificate of cancellation, Form LLC1056, for $25, and that filing, unlike the domestic articles below, requires a statement certifying that the LLC has filed returns and paid all state taxes to the time of the certificate, or that no returns are required and no taxes are due, under section 13.1-1056 B.

Closing a Virginia LLC on purpose costs $25

Ending the LLC deliberately starts with a dissolution event under section 13.1-1046, such as the time or event specified in the articles or an operating agreement, or the unanimous written consent of the members. The LLC then winds up under section 13.1-1048: it collects its assets, discharges its liabilities, and distributes what remains. When the affairs have been wound up, the LLC files Articles of Cancellation under section 13.1-1050 A, stating its name, its Commission identification number, the effective date of its certificate of organization, and a statement that it has completed the winding up of its affairs. The fee is $25. If the Commission finds the articles comply with law and all required fees have been paid, it issues a certificate of cancellation and the LLC's existence ceases, except for suits, other proceedings, and appropriate actions by members. No tax statement, tax return certification, or clearance appears among the five contents section 13.1-1050 A lists for a domestic LLC, and section 13.1-1050 B conditions issuance only on legal compliance and payment of required fees; filing final Virginia Tax returns and closing tax accounts is a separate step from the SCC cancellation filing, not a condition stated in that section. Our dissolution guide covers the wind up order.