Virginia — Registration & Annual Compliance

Every entity—domestic (formed in Virginia) or foreign (formed elsewhere and seeking authority to transact business in Virginia)—is required by statute to continuously maintain both a registered agent and a registered office in Virginia. This rule applies to corporations, limited liability companies (LLCs), limited partnerships (LPs), and business trusts. Separate statutory provisions set the requirement for each entity type: corporations (Va. Code § 13.1-634), LLCs (§ 13.1-1015), LPs (§ 13.1-1221), and business trusts (§ 13.1-1255), with parallel requirements for foreign qualified entities.

Who may serve as registered agent: The permissible registered agent varies by entity type and follows the statutory lists. For a corporation, for example, the agent may be:

• An individual who is a resident of Virginia and is either (i) a member of the Virginia State Bar, or (ii) a director or officer of the corporation;
• OR a domestic or foreign stock or nonstock corporation, LLC, or partnership authorized to transact business in Virginia, as long as it is not the corporation itself. LLC, LP, and trust acts have similar but not identical requirements: the agent can be an individual affiliated with the entity as a manager, member, general partner, or trustee, or a Virginia-authorized business entity—not the entity itself.

Registered office: The registered office must be a physical street address in Virginia (no P.O. Boxes) and—per statute—must be identical to the business office of the registered agent. The SCC may reject a filing lacking a compliant office address.

Non-compliance and cure: If an entity fails to maintain a registered agent/office (or the agent resigns), the SCC will mail notice to the entity at its registered office, starting a cure period. If the issue is not fixed within that window (usually 31 days, though the period is set by statute and may vary), the SCC may initiate administrative dissolution for domestic entities or revoke a foreign entity’s authority.

• Va. Code § 13.1-634 (corporations)
• Va. Code § 13.1-1015 (LLCs)
• Va. Code § 13.1-1221 (LPs)
• Va. Code § 13.1-1255 (business trusts)

For current forms and detailed instructions, consult the SCC’s official portals.

Source: Va. Code § 13.1-634 Source: Va. Code § 13.1-1015 Source: Va. Code § 13.1-1221 Source: Va. Code § 13.1-1255

Every domestic limited liability company (LLC)—that is, an LLC formed under Virginia law—begins life by filing Articles of Organization (Form LLC‑1011) with the Virginia State Corporation Commission (SCC). The SCC acts as Virginia’s central filing office for business entities—a role only a few states delegate to a commission rather than a secretary of state.

Form and Filing Methods

• Use the prescribed Form LLC‑1011 (“Articles of Organization of a Virginia Limited Liability Company”). You may file online via the SCC’s Clerk’s Information System (CIS) or print and mail the form to the SCC.
• When filing by mail, send to P.O. Box 1197, Richmond, VA 23218‑1197—or deliver in person to 1300 East Main Street, Richmond, VA 23219.
• The form must include:

• LLC’s unique name (including “Limited Liability Company,” “LLC,” or “L.L.C.”) that passes a Name Availability Check. • The physical street address of the principal office (no PO boxes unless in towns under 2,000 population). • The initial registered agent and registered office, meeting the statutory qualifications detailed elsewhere (but covered in the existing section). • Organizer(s)’ signature. A Class 1 misdemeanor penalty applies for knowingly false statements on the form.

Filing Fee

• The statutory fee for filing Articles of Organization (or for the parallel foreign-LLC registration) is $100. This is set by Code of Virginia § 13.1‑1005(1)(a).

Optional Pre‑Formation Steps

• You may optionally reserve an LLC name for 120 days using Form SCC‑631, for a fee of $10.

Processing and Expedited Options

• Standard processing times: online filings via CIS are fastest; paper filings take longer. While the SCC does not publish formal turnaround for standard filings, private sources reference ~2–5 business days online, and ~2 weeks by mail.
• The statute does not prescribe official expedited-service fees; Unable to confirm as of 2026‑06‑16.

Statutory Authority

• SCC’s authority to collect the $100 fee arises under Code of Virginia § 13.1‑1005(1)(a), which covers Articles of Organization and foreign LLC registration alike.

TL;DR for Practitioners

• Form a Virginia LLC by filing Form LLC‑1011 with the SCC (online via CIS or by mail/in person).
• Pay the $100 fee (statutory, applies to both domestic LLC formation and foreign LLC registration).
• Must include name, principal office, registered agent, signature.
• Optional name reservation is available for $10.
• Online is fastest; paper takes longer.
• Fee authority: § 13.1‑1005(1)(a).

Source: Virginia Code § 13.1‑1005 Source: Virginia SCC — Virginia Limited Liability Companies Source: Articles of Organization Form LLC-1011 Instructions PDF

A foreign entity—defined as a business entity formed outside Virginia—must obtain a Certificate of Authority (for corporations) or Certificate of Registration (for LLCs, LPs, business trusts, and others) from the Virginia State Corporation Commission (SCC) before transacting business in Virginia. Each entity type has a specific statutory basis for this requirement: foreign corporations under Va. Code § 13.1-759, LLCs under § 13.1-1051, LPs under § 50-73.135, and business trusts under § 13.1-1259.

When Qualification Is Required (and Key Exclusions) Qualification is required for regular business activities, but Virginia carves out a list of activities that do not by themselves require foreign qualification. Examples (for corporations, LLCs, and LPs) include:

• Maintaining or defending legal proceedings
• Holding meetings of governors, managers, or shareholders
• Maintaining bank accounts
• Selling through independent contractors
• Soliciting or acquiring orders accepted outside Virginia
• Securing or collecting debts

A full list of excluded activities appears in Va. Code § 13.1-759 (corporations) and parallels at § 13.1-1051 (LLCs) and § 50-73.135 (LPs). Most routine commerce—such as hiring employees who work in Virginia, signing contracts executed in Virginia, or operating a physical presence—will generally require registration.

Filing Requirements and Process To qualify, the foreign entity must:

• File the SCC’s prescribed application (e.g., LLC-1052 for LLCs, SCC759/921 for corporations), available in the SCC Clerk's Information System (CIS)
• Provide a certified copy of the entity's formation document (and amendments) from the home state, dated within 12 months
• Supply a certificate of good standing/existence from the home state, also dated within 12 months
• Pay the required filing fee: $100 for LLCs (Va. Code § 13.1-1051(B)), typically $75 for corporations (§ 13.1-616), and see statutes for other types

Consequences for Failure to Qualify An unregistered foreign entity that transacts business in Virginia is barred from filing lawsuits in Virginia courts until it cures its status, and may be subject to monetary penalties for each year unregistered. See Va. Code § 13.1-758 for corporations; similar penalties apply to LLCs (§ 13.1-1056) and LPs (§ 50-73.141).

Follow-on Requirements Once qualified, foreign entities must comply with registered agent requirements and annual/periodic report filings under Virginia law.

Sources: Source: Virginia SCC — Foreign Business Entities Source: Va. Code § 13.1-759 Source: Va. Code § 13.1-1051 Source: Va. Code § 13.1-616 Source: Va. Code § 13.1-758 Source: Va. Code § 13.1-1056 Source: Va. Code § 50-73.135 Source: Va. Code § 50-73.141

Every domestic and foreign corporation (stock or nonstock) and limited liability company (LLC) authorized to transact business in Virginia must file an annual report with the State Corporation Commission (SCC) to remain in good standing. Virginia uses separate statutes to establish this requirement for:

• Domestic and foreign stock corporations: Va. Code § 13.1-775
• Domestic and foreign nonstock corporations: Va. Code § 13.1-936
• Domestic and foreign LLCs: Va. Code § 13.1-1050

Filing and Content:

• The SCC notifies eligible entities each year. Reports can be filed online using the SCC Clerk's Information System (CIS).
• The annual report for corporations must update the principal office address, identify current directors and officers, and confirm registered agent/office information (Va. Code § 13.1-775(A)). For LLCs, the required information is the principal office and registered agent/office (Va. Code § 13.1-1050(B)).

Deadline:

• The annual report is due each year by the last day of the entity’s anniversary month—the month in which the entity was originally incorporated (for domestic) or qualified (for foreign) (§ 13.1-775(B); § 13.1-936(A); § 13.1-1050(C)). For example, an LLC registered on July 12 files by July 31 annually.

Fee:

• Corporations pay an annual registration fee at the time of filing. For stock corporations, the fee is set by Va. Code § 13.1-775.1 and ranges from $100 to $1,700 depending on the number of authorized shares. Nonstock corporations and LLCs pay a $25 (nonstock) or $50 (LLC) fee as of 2024, per § 13.1-936(C) and § 13.1-1062(A).

Failure to File—Penalties and Consequences:

• If the annual report and fee are not submitted on time, the SCC will mail notice and allow a statutory grace period—normally 3 months. After that, failure to cure results in automatic termination (domestic) or revocation of authority (foreign). The timeline and consequences are governed for corporations by § 13.1-752, and for LLCs by § 13.1-1050.5.

Takeaway: Annual filing is not optional. Domestic and foreign corporations and LLCs alike lose good standing—and the right to transact business in Virginia—if the annual report is missed and not cured in the grace period.

Source: Va. Code § 13.1-775 Source: Va. Code § 13.1-936 Source: Va. Code § 13.1-1050 Source: Va. Code § 13.1-775.1 Source: Va. Code § 13.1-1062 Source: Va. Code § 13.1-752 Source: Va. Code § 13.1-1050.5

Any business entity that is conducting business in Virginia—whether domestic (formed under Virginia law) or foreign (qualified to transact business in Virginia)—will almost always need to register with the Virginia Department of Taxation to obtain a Virginia Tax Account Number. This step is separate from forming or qualifying the entity with the State Corporation Commission (SCC): the Department of Taxation account is required to lawfully collect and remit taxes or to withhold employee income tax for the Commonwealth.

Who should register:

• Domestic and foreign LLCs, corporations, limited partnerships, and other entity types that will conduct business or have employees in Virginia, or that expect to incur a Virginia tax liability.
• Entities engaging in activities subject to Virginia taxes such as sales and use tax, employer withholding (payroll), and corporate income tax.

Accounts/permits typically required:

• The need for a specific tax account depends on the nature of the business’s activity. The Department provides options to register for business income tax, sales and use tax, employer withholding, and other taxes as appropriate. Not all entities will need every type of account; requirements are activity-dependent.

How to register:

• Registration is made via the Department’s online portal, Business Online Services (VATAX Online Services): https://www.tax.virginia.gov/register-business. Both domestic and foreign entities use the same portal after SCC registration/qualification. The system will generate a Virginia Tax Account Number if a new account is required.
• Alternatively, Form R-1 (Business Registration Form) may be completed and mailed if electronic registration is not possible.

Timing and best practices:

• Entities are expected to register for Virginia tax accounts before commencing activities in Virginia that would create a tax obligation (e.g., hiring employees, making taxable sales, incurring business income). The Department’s website provides detailed instructions for determining which taxes apply to your situation.

Consequences of not registering:

• You cannot lawfully collect or remit sales tax, or withhold taxes from employees, without a valid Virginia Tax Account Number. The portal notes that delays in registration may lead to penalties, but does not specify penalty amounts in this context.

For up-to-date requirements, instructions, and to access registration forms, use the Department of Taxation’s official portal linked below.

Source: Virginia Department of Taxation — Register a Business

Any entity that hires employees to work in Virginia—whether domestic (formed in Virginia) or foreign (qualified to transact in Virginia)—triggers distinct state payroll-registration duties. These break down into three compliance steps: (1) employer withholding tax account (Virginia Department of Taxation), (2) unemployment insurance registration (Virginia Employment Commission), and (3) new hire reporting (Virginia New Hire Reporting Center).

1. Virginia income tax withholding registration Virginia law requires an "employer" (as defined in Va. Code § 58.1-460)—including domestic and foreign entities—who pays "wages" to "employees" for services performed in Virginia, to register for employer withholding with the Virginia Department of Taxation. Registration must be completed before the first payroll subject to withholding. The standard method is online via the VATAX portal, or by filing Form R-1. Employers must withhold Virginia income tax from employee wages if the employee is subject to Virginia tax, per Va. Code § 58.1-474. There are narrow exceptions (see agency guidance for reciprocal state rules and out-of-state residents).

• Registration link: https://www.tax.virginia.gov/register-business
• Statute: Va. Code § 58.1-474

2. Virginia unemployment insurance (UI) registration For unemployment insurance, an entity is generally liable if it (a) pays at least $1,500 in wages in any calendar quarter, or (b) employs at least one individual for any portion of a day in 20 different weeks within a calendar year (Va. Code § 60.2-212). Other liability triggers may also apply, such as federal unemployment tax (FUTA) status or certain organizational changes. Registration is completed through the VEC's iReg portal. Employers must file quarterly wage reports once liable.

• VEC: https://www.vec.virginia.gov/employers
• Statutes: Va. Code § 60.2-212, § 60.2-500

3. Virginia new hire and independent contractor reporting Every employer must report each new employee and, since July 1, 2021, any independent contractor paid $2,500 or more, to the Virginia New Hire Reporting Center within 20 days of hiring (Va. Code § 63.2-1946). See the statute and the Center's instructions for details and threshold nuances/exceptions. Reporting is required for both domestic and foreign entities with Virginia workers.

• Statute: Va. Code § 63.2-1946

Summary table: | Compliance Step | Trigger | How to Register | Authority | |-----------------------------|------------------------------|-----------------------------|-------------------| | Withholding registration | Employee wages subject to Va.| Tax Dept Portal | § 58.1-474 | | Unemployment insurance | $1,500/quarter or 20 weeks | VEC iReg | § 60.2-212 | | New hire reporting | Employee/contractor ($2,500+) | New Hire Reporting Center | § 63.2-1946 |

Failure to complete any required registration can lead to assessment of back taxes and administrative actions per the cited statutes; penalty details are statute-specific and best confirmed with each agency's current enforcement policy.

Source: Va. Code § 58.1-474 Source: Va. Code § 60.2-212 Source: Va. Code § 60.2-500 Source: Va. Code § 63.2-1946 Source: Virginia Department of Taxation — Withholding Tax Source: Virginia Department of Taxation — Register a Business Source: Virginia Employment Commission — Employers

All business entities registered or authorized to transact business in Virginia—domestic and foreign—must pay an annual registration fee to the State Corporation Commission (SCC). The amount, assessment date, and penalty for late payment depend on entity type, and fees are set by statute and SCC administrative practice. Below is a breakdown as of 2024, with all figures cited to primary legal authority where available.

Corporations (Stock)

• Fee tier: Determined by number of authorized shares (Va. Code § 13.1-775.1):
• 5,000 or fewer: $100
• 5,001–10,000: $130
• 10,001–15,000: $160
• 15,001–20,000: $190
• Over 20,000: $370 plus $40 per each 5,000 shares (or portion)

Corporations (Nonstock)

• Flat fee: $25/year (Va. Code § 13.1-936(C)).

Limited Liability Companies (LLCs)

• Flat fee: $50 for domestic and foreign LLCs (Va. Code § 13.1-1062(A)).

Limited Partnerships (LPs) and Business Trusts

• SCC assesses a $50 annual fee for each (domestic and foreign), per SCC guidance. As of this writing, direct statutory citation for the LP/business trust registration fee could not be confirmed; practitioners should consult the SCC’s published FAQ for authoritative detail. Unable to confirm as of 2026-06-16.

When is the fee due?

• The fee is assessed as of the last day of the Anniversary Month (incorporation/qualification month). Payment is due by this date each year. This assessment method is set by SCC administrative rule and described in official FAQ guidance. (SCC FAQ: Annual Registration Fees)

How do you pay?

• Payment is made online through the SCC Clerk’s Information System (CIS) at https://cis.scc.virginia.gov/. Non-receipt of SCC notice does not excuse nonpayment. The SCC FAQ notes: “It is the responsibility of the business entity to ensure timely payment.”

Penalties for Late Payment

• If payment is missed, the SCC assesses a $25 late penalty for most entities (Va. Code § 13.1-775.1 for corporations, § 13.1-1062(B) for LLCs). If fees and penalties are not paid, after a statutory grace period, the SCC may dissolve a domestic entity or revoke a foreign entity’s authority. The precise length of the grace period before this action is set by statute and may vary; for corporations refer to Va. Code § 13.1-752, for LLCs, § 13.1-1050.5. As of June 2026, the SCC FAQ describes this generally but does not cite a uniform three-month window across all types.

Takeaway for Practitioners

• Annual registration fees and late penalties in Virginia are statutory, entity-type dependent, and strictly enforced. Be sure to confirm the latest fee structure (especially for LPs/business trusts) using the SCC Annual Registration FAQ or, when in doubt, the statutory text itself.

Source: Va. Code § 13.1-775.1 Source: Va. Code § 13.1-936 Source: Va. Code § 13.1-1062 Source: Va. Code § 13.1-752 Source: Va. Code § 13.1-1050.5 Source: SCC: Annual Registration Fees FAQ

Before filing Articles of Organization, Articles of Incorporation, or a foreign qualification application in Virginia, both domestic and foreign entities must ensure that the chosen name is available and complies with Virginia statutory standards. These rules are designed to prevent confusion in the public record and apply to LLCs, corporations, limited partnerships, and business trusts, though the specifics are statute-dependent.

1. Name Availability — Distinguishability and Prohibited Terms

• The name must be "distinguishable upon the records of the Commission" from the names of all other existing domestic and foreign entities, reserved names, and some registered series in the records maintained by the State Corporation Commission (SCC) (see Va. Code § 13.1-630 for corporations, § 13.1-1012 for LLCs). Distinguishability is not based on changes in business suffix ("Inc.", "LLC"), punctuation, or capitalization; substantive variation is required per SCC guidance.
• Names must not contain language implying the entity is a state or federal agency or otherwise connected with government without authorization. They also cannot contain certain regulated or misleading words (such as “bank,” “trust,” “insurance,” or “engineer”) unless pre-approved by the relevant authority. Statutory lists of prohibited terms and any required approvals appear in the relevant chapters and are further detailed in SCC’s FAQ.

2. Reservation Process and Statutory Mechanics

• Any person may reserve an available name for use by a corporation for 120 days by filing an application with the SCC (Form SCC631 for corporations and LLCs). The fee is $10 (Va. Code § 13.1-631 for corporations, § 13.1-1013 for LLCs). The reservation grants exclusive right to the name for the duration and can only be renewed for an additional 120-day period if the current reservation has expired. Assignments of reservations are allowed only as provided in statute (the right to reserve may be transferred to an entity being organized or qualified under certain conditions, per § 13.1-631(D) and § 13.1-1013(D)).
• The name reservation holder receives a certificate from the SCC confirming the reservation. The process is initiated online or by mailing the form and fee, as described in the SCC FAQ.

3. Filing Risks and Practical Guidance

• If a formation or qualification document is filed using a name not distinguishable on SCC’s records, the filing will be rejected and must be resubmitted with a compliant name. The SCC FAQ states that fees for filings rejected for name unavailability are generally not refunded.

To check name availability and reserve a name, use the SCC Clerk’s Information System (CIS) search and Form SCC631. Always verify both the substantive distinguishability and the absence of prohibited words before investing in a reservation or a filing.

Source: Va. Code § 13.1-630 Source: Va. Code § 13.1-1012 Source: Va. Code § 13.1-631 Source: Va. Code § 13.1-1013 Source: Virginia SCC — Business Entity Names FAQ

The Virginia State Corporation Commission’s (SCC) Clerk’s Information System (CIS) is the primary online portal for business entity filings and record management in the Commonwealth. Both domestic (Virginia-formed) and foreign (out-of-state registered) entities are strongly encouraged to use the CIS for a wide range of actions: business formation, qualification, annual report submission, amendments, fee payment, and retrieval of public records. While paper filing remains available for select documents, SCC agency guidance directs most filers to electronic submission as the standard method.

Who uses the CIS and for what?

• The CIS system allows users to form or register a business, file annual reports, pay fees, request certificates, and make routine changes (such as to address or registered agent) online. Entity record searches and certain filings by third parties or authorized representatives are supported as well. See SCC’s CIS FAQ for up-to-date lists of available filings and features.

Creating and managing a CIS account:

• Anyone acting on behalf of an entity—organizer, officer, registered agent, attorney, or business owner—creates a personal CIS user account via the portal. Account sign-up requires an email address, password, and acceptance of terms of service. Two-factor authentication is required. Users can then search for an existing business record or, after a new entity is formed or registered, associate themselves to its CIS profile for ongoing management.

Core system features:

• CIS provides tools to submit filings, pay required fees electronically, access entity public records, and request certificates or official documents. The FAQ stresses that most official correspondence from SCC—such as annual report reminders—will be sent to the email linked to the CIS user account.

Public access and documentation:

• The public can use CIS to look up business entities and view non-confidential filings. Official copies (such as certificates of good standing) may be requested online. Details about fees and delivery for such documents are specified in the system and the FAQ.

Best practice:

• Regularly monitor both your CIS portal notifications and the email account associated with your user profile to ensure you receive all SCC communications and reminders related to your business filings.

Source: SCC Clerk’s Information System (CIS) Source: SCC — Clerk’s Information System FAQ

The State Corporation Commission (SCC) in Virginia is empowered to administratively dissolve domestic entities or revoke the authority of foreign entities—including corporations, LLCs, limited partnerships (LPs), and business trusts—for specified statutory failures. These commonly include not filing annual reports, nonpayment of annual registration fees, or failure to maintain a registered agent/office.

Causes and Statutory Grace Periods

• Corporations: Under Va. Code § 13.1-752, the SCC may dissolve a domestic corporation for failing to file its annual report or pay required fees, or for failing to maintain a registered agent/office for more than 31 days (§ 13.1-752(A)). For annual report or fee failures, the SCC must first mail written notice granting a cure period of three months. For agent/office lapses, the cure period is 31 days, set by the same section (§ 13.1-752(B)).
• LLCs: Per Va. Code § 13.1-1050.5, domestic LLCs face nearly identical consequences, with a 31-day cure window for registered agent/office lapses and a three-month period for annual report or fee defaults (§ 13.1-1050.5(A), (B)).
• Foreign entities: Similar procedures exist for foreign corporations (Va. Code § 13.1-766) and foreign LLCs (§ 13.1-1056), with requisite written notice and the same grace periods before revocation of authority. Unable to confirm a primary citation for LPs and business trusts as of 2026-06-16.

Consequences of Dissolution/Revocation

• Once dissolved or revoked, an entity loses the right to transact new business in Virginia, but may take actions necessary to wind up and liquidate (§ 13.1-752(C); § 13.1-1050.5(D)). Most notably, contracts remain valid, and dissolution does not abate proceedings brought against the entity before dissolution.

Reinstatement Process and Retroactive Effect

• Both domestic corporations and LLCs may apply for reinstatement by correcting the deficiency, filing appropriate forms, and paying all past-due fees and penalties. Statutes explicitly state that, upon SCC approval, reinstatement "relates back to and takes effect as of the effective date of the dissolution" and restores the entity "with the same effect as if its corporate existence had continued uninterrupted" (see § 13.1-754 for corporations, § 13.1-1050.7 for LLCs, each quoting the statutory retroactivity language). No court order is required; reinstatement is an SCC administrative process.

• Summary Table:

| Entity Type | Notice/Cure Period | Statutes | |--------------|---------------------------|----------------------------------| | Corporation | 3 months (report/fee); 31 days (agent/office) | § 13.1-752 | | LLC | 3 months (report/fee); 31 days (agent/office) | § 13.1-1050.5 | | Foreign Corp | 3 months/31 days as above | § 13.1-766 | | Foreign LLC | 3 months/31 days as above | § 13.1-1056 | | LP/Trust | Unable to confirm as of 2026-06-16. | |

Always confirm the specific statute relevant to your entity, as requirements and procedures are entity-type dependent.

Source: Va. Code § 13.1-752 Source: Va. Code § 13.1-1050.5 Source: Va. Code § 13.1-754 Source: Va. Code § 13.1-1050.7

To form a domestic stock corporation in Virginia, one or more incorporators must file Articles of Incorporation, using Form SCC619, with the State Corporation Commission (SCC). The SCC—not the Secretary of State—serves as Virginia’s central corporate filing office.

Form and Filing Methods

• The Articles of Incorporation are filed on Form SCC619, available from the SCC’s stock corporations portal. Filings may be submitted online using the Clerk’s Information System (CIS) or delivered by mail or in person. For mailed or hand-delivered filings: SCC, P.O. Box 1197, Richmond, VA 23218–1197, or 1300 E. Main St., Richmond, VA 23219. Online CIS submissions generally provide instant receipt and access to certificates, per SCC portal guidance.

Required Contents (Va. Code § 13.1-619(A)) By statute, the Articles must specify: • The corporate name (must meet Virginia’s distinguishability and prohibited-words standards — see prior name section for standards) • The number of shares the corporation is authorized to issue (minimum of one share) • The name and address of the corporation’s initial registered agent and registered office (must meet statutory qualifications) • The principal office address of the corporation • The name(s) and signature(s) of the incorporator(s) Statute allows—but does not require—naming the initial directors in the Articles (§ 13.1-619(B)).

Optional Provisions Permissible but optional clauses include restrictions on share transfer, director/officer indemnification, or limitations on director liability. These must conform to Title 13.1, Chapter 9, and are subject to statutory constraints.

Filing Fee and Payment

• The filing fee for Articles of Incorporation is $75, set by Va. Code § 13.1-616 and confirmed by current SCC forms and fee schedules. Fees are payable online via CIS or by check/money order to Treasurer of Virginia.

Filing the Articles of Incorporation is what legally brings the Virginia corporation into existence. Double-check each statutory requirement on the SCC’s official form before submitting to avoid rejection; fees are generally nonrefundable for deficient or noncompliant filings.

Source: Va. Code § 13.1-619 Source: Va. Code § 13.1-616 Source: Virginia SCC — Stock Corporations: Forms and Fees Source: Virginia SCC — CIS Portal

Virginia recognizes both limited partnerships (LPs) and limited liability partnerships (LLPs) as statutory entities separate from LLCs and corporations. Each is formed through a specific filing with the State Corporation Commission (SCC) under Title 50 of the Code of Virginia. The process and requirements differ for LPs and LLPs, so practitioners need to confirm the statute and the SCC form for the entity type.

1. Limited Partnership (LP) — Domestic Formation A domestic limited partnership is formed by filing a “Certificate of Limited Partnership” with the SCC, per Va. Code § 50-73.11. The prescribed form—SCC-ULP-101—is available from the SCC’s Limited Partnerships portal. The content requirements include:

• The LP’s name, which must be distinguishable and contain "Limited Partnership" or "L.P." or "LP"
• The address of the LP’s principal office
• The name and address of the initial registered agent and office (must meet statutory agent requirements)
• The name and business address of each general partner
• The latest date upon which the LP is to dissolve, if any

Filing fee for the certificate is $100 (Va. Code § 50-73.13). Filing can be submitted online through the CIS portal, or by mail/in-person delivery to the SCC.

2. Limited Liability Partnership (LLP) — Domestic Registration A Virginia partnership may elect LLP status by filing a "Statement of Registration as a Registered Limited Liability Partnership" (Form UPA-132) with the SCC, pursuant to Va. Code § 50-73.132. This form requires:

• The partnership’s name (must include "Registered Limited Liability Partnership," "L.L.P.," "R.L.L.P.," or similar)
• The address of its principal office
• Registered agent information
• The intended effective date (may be delayed up to 90 days)

The statutory fee for LLP registration is $100 (Va. Code § 50-73.79 for general partnerships; § 50-73.132 for registration statement). LLP status is annual and must be renewed by filing an annual continuation report (separate from the initial registration).

Practical note: Unlike LLCs and corporations, a partnership must first exist under Virginia law before it can file for LLP status. The SCC’s portals and forms provide detailed instructions for both first-time public filers and experienced practitioners.

Source: Va. Code § 50-73.11 Source: Va. Code § 50-73.13 Source: Va. Code § 50-73.132 Source: Virginia SCC — Limited Partnerships Source: Virginia SCC — General Partnerships/LLPs Source: SCC CIS Portal

When a Virginia company is administratively dissolved (domestic) or its authority is revoked (foreign), it cannot transact most new business in the Commonwealth. However, Virginia statutes and the SCC provide a process to reinstate the entity to active status—restoring legal existence as if dissolution or revocation never occurred. Here is how the reinstatement process works, with primary-source crosswalks for practitioners:

Eligibility and scope Any domestic or foreign corporation, limited liability company (LLC), or limited partnership (LP) that has been administratively dissolved or revoked may apply for reinstatement, provided it corrects the cause of dissolution and pays all outstanding fees and penalties. Statutes set the baseline for corporations (Va. Code § 13.1-754), LLCs (§ 13.1-1050.7), and foreign entities (§ 13.1-766 for corporations, § 13.1-1056 for LLCs).

Required forms and where to obtain them

• Corporations: File SCC750 (Application for Reinstatement of a Virginia Corporation).
• LLCs: File LLC-1017 (Application for Reinstatement of a Virginia Limited Liability Company).
• LPs: Use LPA-900.3 (Application for Reinstatement of a Virginia Limited Partnership) per SCC guidance.

All forms are available at the SCC’s “Reinstate your business” portal, which links to up-to-date PDFs, instructions, and online filing.

Steps to complete before or with the application

• Bring all annual reports and required documents current. The SCC will not approve reinstatement if filings are still overdue (see SCC “Reinstate your business” FAQ).
• Pay all back annual registration fees and statutory late penalties. The SCC’s online Clerk’s Information System (CIS) calculates these at submission; the current fee schedule can also be referenced from the SCC Forms and Fee Schedule page. As of June 2026, the SCC Forms and Fee Schedule sets the base reinstatement fee at $75 for corporations and $100 for LLCs. All outstanding amounts must be satisfied in full, or the application will be rejected or delayed.
• Some corporations may be required by the SCC to include a tax clearance letter from the Virginia Department of Taxation if requested by agency review (this is not always required — SCC instructions, not statute).
• If the registered agent/office was the reason for dissolution/revocation, update the agent information with the filing (see SCC FAQ instructions for Forms SCC751/LLC-1017 as relevant).

Where and how to file

• Online: Practitioners are encouraged to file reinstatement applications using the CIS portal (https://cis.scc.virginia.gov/), which provides real-time fee calculation and immediate submission.
• By mail or hand-delivery: Completed forms and payments may also be sent to or delivered at the SCC’s office in Richmond; addresses and methods are specified in each application form’s instructions.

Effect of reinstatement If reinstatement is approved, by statute it is retroactive to the date of dissolution or revocation—all acts during that gap are treated as if the entity’s existence was never interrupted (Va. Code § 13.1-754(C); § 13.1-1050.7(C)). The SCC issues a Certificate of Reinstatement electronically or by mail.

Practice note: The SCC emphasizes using its “Reinstate your business” portal or CIS to check current forms and amounts before submission, as requirements and fees occasionally change. Processing times may vary with workload; incomplete, incorrect, or underpaid applications cause delay (per SCC instructions, not statute).

Source: Va. Code § 13.1-754 Source: Va. Code § 13.1-1050.7 Source: Virginia SCC — Reinstate your business Source: SCC Forms and Fee Schedule

Any foreign limited partnership (LP) or limited liability partnership (LLP) seeking to transact business in Virginia must register with the Virginia State Corporation Commission (SCC) before commencing activity. This requirement is grounded in Virginia Code and enforced by the SCC for both partnership types, which face distinct statutory thresholds, forms, and compliance steps.

Foreign Limited Partnerships (LPs):

• Statutory requirement: Va. Code § 50-73.138 requires foreign LPs to file an application for registration before transacting business in Virginia. The statute specifies that certain activities—like maintaining bank accounts or holding meetings—do not trigger the registration threshold (see Va. Code § 50-73.139 for the carve-out list), but regular business activity almost always does.
• Application & form: The SCC prescribes Form SCC-919 (“Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Partnership”). The official SCC Foreign Limited Partnerships portal lists all current forms.
• Required attachments: Per SCC guidance, the application must be accompanied by (i) a certified copy of the LP's formation document from its home jurisdiction and (ii) a recent certificate of existence/good standing issued by the home state, both dated within the past 12 months. The forms and up-to-date document requirements are confirmed by the SCC portal.
• Filing fee: The fee for filing an Application for Registration as a Foreign LP is $100, per Va. Code § 50-73.79 (fee schedule for limited partnerships).

Foreign Limited Liability Partnerships (LLPs):

• Statutory requirement: Foreign general partnerships or limited partnerships operating as LLPs must register under Va. Code § 50-73.132 (for general partnerships) or § 50-73.138 (for LP-LLPs). Registration is required if "transacting business" in Virginia.
• Forms and process: The SCC provides separate application forms: SCC-921 (General Partnership, Foreign LLP) and CPA-918 (Foreign Limited Partnership, LLP election), depending on the precise home-state structure. The SCC General Partnerships/LLPs portal provides copies and required instructions.
• Attachments: The applicant must submit a certified copy of the LLP registration or equivalent statement from its home state, and a certificate of existence/good standing not older than 12 months (per SCC instructions).
• Fee: The statute sets the registration fee at $100 (Va. Code § 50-73.79 confirms the schedule; initial LLP registration for general partnerships is grounded in § 50-73.132).

Annual continuation and reporting:

• Foreign LLPs—unlike foreign LPs—must submit an annual continuation report to retain their authority to do business in Virginia, per Va. Code § 50-73.134. Failing to file results in termination of registration. (No parallel annual registration for foreign LPs is established by statute.)

Consequences for failure to qualify:

• If a foreign LP or LLP transacts business without registering, it may not maintain a lawsuit in Virginia courts until registered and penalties/fees are paid (see Va. Code § 50-73.140 for LPs). Statutory penalties apply for each year the business operates unregistered.

Where to file:

• Filings can be submitted electronically via the SCC Clerk’s Information System (CIS) at https://cis.scc.virginia.gov/ or by hardcopy to the SCC’s office. SCC guidance should be checked for document-specific instructions and the latest version of forms.

Source: Va. Code § 50-73.138 Source: Virginia SCC — Foreign Limited Partnerships Source: Virginia SCC — General Partnerships/LLPs Source: Va. Code § 50-73.132 Source: Va. Code § 50-73.79

Any business entity registered or authorized in Virginia—whether domestic (formed in Virginia) or foreign (qualified to do business in Virginia)—must file an official update with the State Corporation Commission (SCC) whenever its registered agent or registered office changes. Keeping this record current is non-negotiable: if the agent resigns, relocates, or the entity chooses to switch agents, an update is mandatory to avoid risks including missed service of process and (eventually) administrative dissolution or revocation. The procedural basics and sources below apply to most entity types, including corporations and LLCs; practitioners should double-check for any special procedures for professional or nonstock entities on the SCC’s portal.

Form and statutory workflow

• The primary vehicle for changing a registered agent or office is the "Statement of Change"—Form RA101 for most entity types (corporations, LLCs, LPs, business trusts). Online filing through the SCC’s Clerk’s Information System (CIS) is strongly encouraged and reflects changes instantly in public records.
• Statutory authority for the process by entity type: corporations (Va. Code § 13.1-635), LLCs (§ 13.1-1016), LPs (§ 50-73.5), and business trusts (§ 13.1-1260). Foreign qualified entities use the same process.

Who signs

• The statement may be signed by an officer (for corporations), a member or manager (for LLCs), a general partner (for LPs), or a trustee (for business trusts); check the statute for precise language by entity type. Alternatively, the new registered agent may file directly if authorized by the entity, pursuant to the specific code section.

How to file and fee

• Filings are accepted either via the CIS portal (https://cis.scc.virginia.gov/) or by mailing/delivering a signed RA101 form to the SCC. As of June 2026, the SCC official fees schedule lists no charge for filing a Statement of Change of registered agent or office; practitioners should confirm this status on the day of filing via the SCC’s current fee schedule.

Agent resignation (special procedure)

• If a registered agent resigns, the agent is responsible for filing a "Statement of Resignation" (Form R132) and notifying the entity in writing. The entity then has 31 days from the effective resignation to file its own Statement of Change and appoint a replacement, or it risks administrative dissolution (domestic) or revocation of authority (foreign) under the cited statutes.

Additional points and practice tip

• The registered office must always be a physical Virginia address (not a PO box), and the new agent must meet all statutory qualifications before the filing. Document changes swiftly: until the SCC records the update, the prior agent/office remains on public record.

Source: Va. Code § 13.1-635 Source: SCC — Statement of Change of Registered Office and/or Registered Agent (RA101) Source: Va. Code § 13.1-1016 Source: SCC CIS Portal