Incorporator The Journal of U.S. Formation
Start Free Quiz
Editorial 8 MIN READ

Virginia in July 2025: the annual registration fee, decoded

Fifty dollars for an LLC, a hundred minimum for a corporation, and a pass-through election that finally made Richmond interesting

The Editors
Staff, Incorporator.org
8 min read Updated
Contents 6 sections
  1. What the annual registration fee actually is
  2. Formation math, and how Virginia compares
  3. The statute, read closely
  4. The PTE election, and why tax counsel is paying attention
  5. Who Virginia actually makes sense for in 2025
  6. Sources

irginia does not send a glossy annual report packet. It sends an invoice. An LLC organized under Title 13.1 Chapter 12 owes $50 on the last day of its anniversary month, and a stock corporation owes at least $100 scaled by authorized shares. Both numbers have held steady long enough that a founder renewing a 2019 entity in July 2025 is paying what they paid the first year.

What has changed since the last time most founders paid attention is everything around those flat fees: a 6% flat corporate rate that now looks cheap next to regional peers, a pass-through entity election that survived two budget cycles, and a state Corporation Commission portal that will actually close the LLC for you if the invoice sits unpaid past the grace window.

What the annual registration fee actually is

Virginia does not call it an annual report. The State Corporation Commission (SCC) calls it an annual registration fee, and the name matters because there is no narrative report attached. No member list, no officer update, no financials. You pay the fee and the entity remains in good standing. If anything substantive changed during the year (registered agent, principal office, officers of a stock corporation), you file a separate statement of change; the annual registration fee and the statement of change are distinct filings.

For LLCs, the fee is $50, set by Va. Code § 13.1-1062. It is due on or before the last day of the month in which the LLC was formed or registered to transact business in Virginia. A Virginia LLC formed on March 14, 2024 owes its 2025 registration fee on March 31, 2025. A Virginia LLC formed on July 22, 2025 will owe its first registration fee on July 31, 2026. There is no short-year proration and no partial-year credit for dissolution; if you cancel mid-year, you owe nothing further after cancellation, but nothing paid comes back.

For stock corporations, the fee is scaled by authorized shares under Va. Code § 13.1-775.1. The minimum is $100 for corporations with up to 5,000 authorized shares, and the maximum is $850 for corporations with more than 270,000 authorized shares, stepped in between. The fee is due on the last day of the corporation's anniversary month, same as LLCs. Non-stock corporations pay a flat $25. Most Virginia small businesses sit at or near the $100 minimum because they never authorized more than 5,000 shares; most venture-backed Delaware corporations that later foreign-qualified into Virginia pay the $850 top tier because their charters authorize 10 million.

Miss the deadline and the SCC assesses a $25 late penalty for LLCs and $10 for corporations, and the entity ceases to be in good standing. If the fee remains unpaid four months past the due date, the SCC initiates automatic cancellation for LLCs or automatic termination for corporations. Reinstatement is possible, but it costs the missed fees plus a reinstatement fee, and there is a fact-specific question of whether contracts signed during the lapse are enforceable. Pay on time.

Formation math, and how Virginia compares

A Virginia LLC costs $100 to form by filing Articles of Organization with the SCC, plus the $50 annual registration fee starting the year after formation. A Virginia stock corporation's formation fee scales with authorized shares, starting at $75 for up to 25,000 shares and climbing to $2,500 at the top end, plus the annual $100 to $850 registration fee. The formation fee is a charter fee distinct from the annual registration fee; the first year's registration fee is due the following anniversary month, not at incorporation.

Set that next to the state most founders reflexively pick. Delaware charges $90 to form an LLC and $300 every June 1 to keep it. Virginia charges $100 to form and $50 a year to keep. Over a decade, a Virginia LLC costs $100 plus nine annual $50 fees, which comes to $550. A Delaware LLC over the same period costs $90 plus nine $300 taxes, or $2,790. The Delaware premium is real, and for operational businesses with no plans to raise institutional capital, it is worth noticing.

The comparison flips for corporations at scale. A Delaware C-corp with 10 million authorized shares pays a franchise tax computed under the assumed-par-value method that typically lands between $400 and a few thousand dollars, plus the $50 annual report fee. A Virginia stock corporation with the same charter pays the $850 ceiling and nothing more. For a holding company or a domestic C-corp whose authorized-share count is large but whose par value is low, Virginia is cheaper on the recurring side and comparable on formation. For a venture-backed company aimed at a Delaware exit, the franchise-tax math is secondary to the choice-of-law question, and Delaware wins by default.

The statute, read closely

Va. Code Title 13.1 Chapter 12 is the Virginia Limited Liability Company Act, enacted 1991 and amended substantially in 2019 to conform more closely with the Revised Uniform LLC Act. Section 13.1-1062 sets the $50 annual registration fee and the last-day-of- anniversary-month due date. Section 13.1-1064 is the automatic cancellation trigger. Section 13.1-1050.2 governs voluntary cancellation. Section 13.1-1046 is the registered-agent requirement; every Virginia LLC must maintain a registered office and registered agent in the Commonwealth, and the agent must be either a Virginia resident who is a member or manager of the LLC, a Virginia attorney, or a corporation authorized to act as a registered agent in the state.

For corporations, Va. Code Title 13.1 Chapter 9 is the Virginia Stock Corporation Act. Section 13.1-775.1 sets the scaled annual registration fee. Section 13.1-752 is the automatic termination provision. These sections matter because Virginia, unlike many states, does not require a separately filed annual report with director and officer disclosures; the registered-agent filing and the registration fee carry the maintenance burden together.

None of this is dramatic. It is readable, it has been stable for years, and the SCC's Clerk's Information System (CIS) renders the filings in plain English without a paid portal intermediary.

The PTE election, and why tax counsel is paying attention

The Virginia pass-through entity tax election is codified at Va. Code § 58.1-390.3, enacted in the 2022 session by HB 1121 and effective for taxable years beginning on or after January 1, 2021. The election lets a qualifying pass-through entity (an S-corp, partnership, or LLC taxed as either) elect at the entity level to pay Virginia income tax on behalf of its owners at 5.75%, and the owners then claim a refundable credit against their individual Virginia income tax for their share. The point, under the federal state-and-local-tax deduction cap introduced in the TCJA and preserved in subsequent federal tax law through mid-2025, is that the entity-level state tax is fully deductible at the federal level as a business expense, sidestepping the $10,000 SALT cap that would otherwise clip an owner's itemized deduction.

For a Virginia-resident partner in a profitable LLC taxed as a partnership, the arithmetic is straightforward. On $400,000 of pass-through income, a federal SALT deduction at a 37% marginal rate on roughly $23,000 of Virginia state tax is worth about $8,500 in federal tax saved. The PTE election unlocks that deduction. It is not free; the election is made annually, it interacts with nonresident owners differently than resident owners, and it affects estimated payments for both the entity and the owners. Virginia Department of Taxation guidance on the election has been issued in stages since 2022, and tax preparers in Richmond and Northern Virginia have spent the last two filing seasons rebuilding their PTE workflows.

The election does not change Virginia's flat 6% corporate income tax under Va. Code § 58.1-400, which applies to C-corporations on Virginia-apportioned taxable income. That rate has held at 6% since 1972 and, relative to neighbors, looks increasingly competitive as North Carolina phases its corporate rate down and Maryland's rate remains at 8.25%.

Who Virginia actually makes sense for in 2025

Three profiles fit.

The first is an operating LLC headquartered in Virginia or doing the majority of its business in Virginia. Form where you work; the $50 annual fee and the stable LLC Act make domestic formation the low-friction default, and you avoid the foreign-qualification filing in Virginia that you would owe anyway if you formed in Delaware and operated here.

The second is a professional services firm or agency in the Washington-Richmond tech corridor with taxable income substantial enough for the PTE election to matter. Virginia's pass-through election is now routine enough that CPAs in Arlington and Richmond treat it as a default analysis, not an exotic option, and the state's flat 6% corporate rate gives the same firm room to flip to C-corp status later without a tax shock.

The third is a stock corporation with a modest authorized-share count that wants a predictable annual bill. The $100 minimum annual registration fee at 5,000 shares is close to the cheapest in the country for a full stock corporation, and the SCC's administration is straightforward.

Virginia is not the right answer for a venture-scale startup that plans to raise a priced round in 2026; Delaware will still be the lead investor's ask. It is not the right answer for a pure holding company looking for privacy; Virginia's SCC filings are searchable and public. And it is not the right answer if your operating business is somewhere else, because foreign-qualification fees and the registered-agent requirement will stack on top of your home state's costs without any offsetting benefit.

If you are forming this quarter and the business is local, Virginia is a sensible pick, and the annual calendar is easy: one anniversary date, one fee, one registered-agent line to keep current. Put the anniversary month on a calendar the day you form, and most of what could go wrong with a Virginia entity will not.

Sources

Keep reading

More from the journal.