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Virginia is easy to misunderstand in both directions. There is no annual report for a Virginia LLC — no form to fill out, no member information to update — so owners who search for "Virginia LLC annual report" sometimes conclude there's nothing to do. There is: a $50 annual registration fee, assessed by the State Corporation Commission (SCC) and due by the last day of your anniversary month every year. And the reason it deserves respect is what sits behind it: under Va. Code § 13.1-1050.2, an LLC that hasn't paid by the last day of the third month after its due date is automatically canceled by operation of law — no hearing, no discretionary grace, one of the fastest miss-to-cancellation clocks in the country.
| Item | Virginia LLC |
|---|---|
| What's due | Annual registration fee only — Virginia LLCs file no annual report (Va. Code § 13.1-1062) |
| Deadline | The last day of your anniversary month each year (the month the LLC was organized or registered in Virginia) |
| Where | Virginia State Corporation Commission — online via the Clerk's Information System (CIS) |
| Fee | $50 (flat, every LLC, domestic and foreign) |
| Late penalty | $25, added automatically if the fee isn't paid on time (Va. Code § 13.1-1064) |
| Cancellation | Automatic, as of the last day of the third month after the due date (Va. Code § 13.1-1050.2) |
| Reinstatement | Within 5 years: application + $100 reinstatement fee + all back fees and penalties that would have accrued (Va. Code § 13.1-1050.4) |
Find your anniversary month first. The statute sets the due date as "the last day of the twelfth month next succeeding the month" of organization — in practice, the last day of the month your LLC was formed (or registered, for an out-of-state LLC), every year. An LLC organized March 14 owes its $50 by March 31 each year. If you're not sure of your month, look up your entity in the SCC's Clerk's Information System — the formation date is on the record. (The SCC can also shift a company's due date in limited cases, so the CIS record, not memory, is the source of truth.)
In most states the annual filing is a form, so it lands on someone's checklist. Virginia's obligation is just a bill — the SCC assesses the fee about two months ahead and sends a statement to the registered agent's address on file. If your registered agent contact info is stale, or the notice goes to a formation service you stopped paying attention to, nothing else will remind you. There's no return to sign, so a CPA doing your taxes has no natural reason to catch it either. The obligation is real; it just has no paperwork attached to make it visible.
The dollar amounts start small and then stop being about dollars. Miss the due date and a $25 penalty attaches — annoying, not fatal. But Virginia doesn't run a long delinquency period the way most states do: three months after the due date, cancellation happens automatically, by operation of law, effective that day. Compare that to states where administrative dissolution takes a year or more of ignored notices.
| Where you are | What it costs |
|---|---|
| On time (by the last day of your anniversary month) | $50 |
| Late, before cancellation | $50 + $25 penalty = $75 |
| Last day of the 3rd month after the due date | Existence automatically canceled (domestic) / certificate of registration canceled (foreign) |
| Reinstating (within 5 years) | $100 + every unpaid annual fee and penalty that would have accrued to the reinstatement date |
While canceled, the company's existence has legally ended: contracts, banking, financing, and standing to sue in the entity's name are all in question, and the liability shield you formed the LLC for is at risk for anything done in the gap. The one mercy in the statute: if you reinstate within the 5-year window, existence is deemed to have continued from the date of cancellation — as if it never happened. Past five years, that door closes.
Virginia's $50 makes it one of the cheaper states to maintain — a tenth of Massachusetts's $500 report and well under Nevada's $350 stacked filings — but its cancellation clock is far faster than either. Like Illinois and Wyoming, it's an anniversary state — every Virginia entity you form adds a different date to your calendar. And because the obligation is a fee rather than a report, it's a close cousin of the franchise-tax model — if you're unclear which kind of obligation your state imposes, start with franchise tax vs. annual report, explained. Already missed a deadline here or anywhere else? The recovery path is in what to do if you missed your annual report.
Virginia gives you three months of rope, then cuts it. EntityMinder pins your anniversary-month due date to a calendar and reminds you well before the cliff — across every state you hold entities in. The beta waitlist is open; planned pricing is $9/month.
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