How to File a Virginia Annual Report

Follow our guide to learn what information your annual report needs to include and how to file it.

What is an annual report?

An annual report contains information about a business, including updates to its directors, officers, or principal address. It ensures that business information on file with the state reflects any changes made over the year. 

Domestic and foreign corporations that do business in Virginia are required to submit an annual report with the Virginia SCC Office of the Clerk beginning the year after they incorporate or register with the Clerk’s Office.

What information must a Virginia annual report contain?

A Virginia annual report typically contains the following information:

• Business name
• Principal office address
• Jurisdiction of its formation
• Registered office address
• Registered agent
• Names and addresses of the business’ directors and principal officers
• The business’ aggregate number of shares (if applicable)

A Virginia annual report must include information about any updates to your business’ directors, principal officers, or principal office address.

Who qualifies as a senior officer?

A senior officer is an executive who guides a business’ long-term vision and goals. Senior officers can include chief executive officers (CEOs), chief financial officers (CFOs), presidents, and vice presidents.

Who qualifies as a director?

A director is a member of a board of directors who implements corporate policies. Executive directors manage a business’ daily operations, while non-executive directors monitor executive directors’ actions and represent stakeholders’ interests. 

How to file your Virginia annual report in 3 steps

Follow these three steps to file your Virginia annual report. 

Step 1. Gather the necessary information

You will need your business’ current directors’ or officers’ names, titles, and principal office address to file your annual report. All directors and principal officers (such as the president, vice president, treasurer, and secretary) must be listed in the annual report.

Keep in mind that you will not be able to update any of the following information in your annual report:

• Business name
• Number of authorized shares (for stock corporations)
• Name or address of a registered agent

If you need to update your business name, number of authorized shares, or registered agent information, you’ll have to submit separate filings through Online Services for Existing Businesses in the Virginia SCC Clerk’s Information System (CIS). 

Step 2. Go to the Virginia State Corporation Commission (SCC) website

Once you have gathered the necessary information, you can create a CIS account on the Virginia SCC website. 

You will need the following information to register for a CIS account:

• Name
• Personal address
• Personal cell phone number
• Mailing address
• Email address

Step 3. Complete and submit your report

After you have created your CIS account, you can access the online annual report form. If there have been no changes to your business’ directors, officers, or principal office address, you can follow these instructions:

1. Log on to CIS.
2. Click “Online Services.”
3. Navigate to Business Entities and click Annual Reports (Corporations).
4. Select “With no changes” from the drop-down menu.
5. Click “Continue.”
6. Type in either the entity name or entity ID number and click “Search.” 
7. Tick the radio button next to your business. 
8. Click “Continue.” 
9. Review the information and electronically sign the report.
10. Click “Add to Shopping Cart” to submit the report.

Follow these steps if you need to update your business’ principal office address, director, or officer information:

1. Log on to CIS.
2. Click “Online Services.” 
3. Navigate to Business Entities and click Annual Reports (Corporations).
4. Select “With changes” from the drop-down menu.
5. Click “Continue.”
6. Review the entity information. Update the entity email address and/or contact number if necessary.
7. Click “Next.”
8. Review and update the principal office address if necessary.
9. Click “Next.”
10. Review the principal information. If you don’t have officers or directors, click “No Officers and/or No Directors.” If you do have directors or principal officers, you can add their information here by clicking “Add Principal.” 
11. Click “Next.”
12. Electronically sign the report and submit it by clicking “Add to Shopping Cart.”

Businesses can also submit their annual report by mail. You can request a preprinted annual report form via the Virginia SCC’s Electronic Forms Request page. Once you receive the form, you can fill it out and mail it to the Virginia SCC Clerk’s Office. 

How to file a Virginia annual report with LegalZoom

With LegalZoom’s annual report services, you can rest assured that all required information is included in the report and the report is filed on time. 

It’s easy to file a Virginia annual report with LegalZoom: Answer a few questions about your business, and we’ll complete and file your annual report for you. Once we receive your report back from the state, we’ll send you a digital and a physical copy of the report. 

How much does it cost to file an annual report in Virginia?

There is no cost to file an annual report in Virginia. However, most Virginia businesses are required to pay an annual registration fee to remain active. The annual registration fee you have to pay depends on your business type.

Here are the required annual registration fees for different business entities.

• Stock corporations: Fee amount is based on the number of authorized shares and ranges from $100 to $1,700
• Nonstock corporations: $25
• Limited liability companies (LLCs): $50
• Limited partnerships (LCs): $50
• Business trusts: $50

If you don’t pay your annual registration fee on time, you will receive a penalty. The penalty for stock corporations is the higher amount of 10% of the annual fee or $10. The penalty for a nonstock corporation is $10; for all other business types, the penalty is $25.

When is the deadline to submit a Virginia annual report?

A Virginia annual report is due each year no later than the last day of the 12th month after a business was incorporated or issued a certificate of authority. 

The Clerk’s Office will send the annual report to your registered agent two months before the report is due. 

What are the penalties for not filing an annual report in Virginia?

If you don’t file your annual report on time, you will not be in good standing. You will have five months to file your annual report, after which the Virginia SCC will terminate your business. 

Do all business entities need to file an annual report in Virginia?

Domestic and foreign corporations are the only types of businesses that need to file an annual report in Virginia. If your business is a legal entity such as a Virginia LLC, LP, business trust, or limited liability partnership (LLP), you are not required to file an annual report in Virginia.

Here are the business maintenance requirements for other types of Virginia businesses.

• LLCs: Pay the $50 annual registration fee (due by the last day of the month the LLC was formed).
• LPs and business trusts: Pay the $50 annual registration fee (due each year on or before September 30).
• LLPs and limited liability limited partnerships (LLLPs): File an annual continuation report each year after the year of registration and pay the $50 filing fee. 

In addition, all registered companies that do business in Virginia must maintain a Virginia registered office and a registered agent that is available to receive service of process during regular business hours. 

FAQs

Can you submit an annual report early?

You can file an annual report as soon as it is provided by the Virginia SCC, which is two months before its due date. 

Do I need to pay a franchise tax in Virginia?

Banks and trust companies in Virginia are required to pay a franchise tax on net capital by filing Form 64 with the Virginia Department of Taxation. 

Can you file an annual report by mail?

You can file a Virginia annual report by mail by downloading and completing a preprinted form and mailing it to the Virginia SCC Clerk's Office. Annual reports that are submitted by mail must include information about a business’ principal office address, directors, and officers, and original signatures. 

Do nonprofits need to file an annual report in Virginia?

Nonprofit corporations are required to file annual reports in Virginia.