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Editorial 9 MIN READ

Virginia in May 2021: the fee schedule that refused to move

Four years after the last real rewrite, the SCC still charges $100 to form an LLC and $50 a year to keep one, and the only thing that really changed is the paper

The Editors
Staff, Incorporator.org
9 min read Updated
Contents 6 sections
  1. What Virginia charges to form an LLC in 2021
  2. The annual registration fee, the part most people get wrong
  3. The CIS portal, now the default channel
  4. Where $100 and $50 actually sit on the national map
  5. Who this schedule actually suits in 2021
  6. Sources

Virginia LLC costs $100 to form and $50 a year to keep. Those are the same two numbers Virginia was charging in 2017, in 2014, and for most of the decade before that, and they remain the numbers in May 2021. What changed is that you almost cannot pay them on paper anymore.

This is a 2021 review of the Virginia fee schedule for limited liability companies, written for someone deciding whether to form here this year or who is trying to understand a bill that arrived in the mail. If you want the longer formation walkthrough, the 2017 Virginia guide still describes the mechanics accurately; the schedule below is what sits on top of it.

What Virginia charges to form an LLC in 2021

The charter fee for a domestic LLC is $100, set by Va. Code § 13.1-1004(A)(1). You pay it once, when the State Corporation Commission accepts Articles of Organization on Form LLC-1011. The fee has not moved. The last time it changed was when the Virginia Limited Liability Company Act was first written in 1991, and the General Assembly has declined every chance since then to index it. In current dollars the 1991 fee would be roughly $200, which is one of the reasons Virginia sits quietly in the middle of the national fee tables despite having one of the larger economies among the filing states.

A foreign LLC, meaning an LLC formed somewhere else and qualifying to do business here, pays $100 as well, this time under § 13.1-1052 for an Application for a Certificate of Registration. Name reservations run $10 for 120 days under § 13.1-1013, renewable once. A certificate of fact or good standing from the Clerk's office runs $6 for the plain version. Expedited processing of a charter is $100 extra for same-day and $200 extra for next-day service, which the SCC publishes separately from the statutory filing fee and which it has offered on the online channel since 2017.

Two things do not exist in Virginia that founders moving in from other states often ask about. There is no publication requirement in Virginia, so you do not pay a newspaper the way you do in New York. There is no initial report, so you do not pay a second fee in the first ninety days the way you do in some neighboring states. The $100 gets you onto the Commission's rolls and nothing else needs to happen until the first anniversary.

The annual registration fee, the part most people get wrong

Virginia does not call the recurring LLC bill an annual report. It calls it an annual registration fee, and the distinction matters because Virginia does not ask you to send back a completed form. It simply charges you for the privilege of staying on the rolls. The fee is $50, set by § 13.1-1062, payable every year. The amount also has not moved in many years.

The deadline is the last day of the month in which your LLC was formed or registered. An LLC organized on March 4 pays by March 31 the next year and every year after. An LLC organized on March 31 pays by March 31. The SCC sends a reminder notice roughly two months in advance to the registered agent's address on file, which is one of the reasons a decent registered agent is cheap insurance even if the office is a rented Richmond mailbox.

Miss the deadline and, under § 13.1-1064(B), the LLC is automatically canceled at the end of the fourth month following the due date. The Commission does not sue, seize, or summon; it simply removes the LLC from the list. You can be reinstated within five years under § 13.1-1050.3 by paying all delinquent registration fees and a reinstatement charge, but during the period of cancellation you are in the unhappy position of transacting business as an entity that no longer legally exists, which is a problem that reaches everything from contract enforcement to bank account access.

The reinstatement math is straightforward. If you are two years late you owe two years of $50 registration fees, plus the $100 reinstatement fee under § 13.1-1050.4, plus whatever late fee Virginia's computer has attached to the missed year. The total usually lands between $200 and $350 depending on timing, which is less than the headline math on reinstatement in states like California or Delaware but still more than anyone likes finding on a letter from Richmond.

The comparable charter-entity number is different. A Virginia stock corporation pays an annual registration fee based on authorized shares, under § 13.1-775.1, starting at $100 for up to 5,000 shares and scaling upward. The $50 flat for LLCs is one of the reasons smaller Virginia operating businesses have been converting from corporations to LLCs for the past decade; the ongoing cost is roughly half, and the compliance calendar has one item on it instead of three.

The CIS portal, now the default channel

The Clerk's Information System at cis.scc.virginia.gov has been live in some form since 2016, but through 2018 the SCC still accepted a large volume of paper filings and ran a parallel intake that slowed down the electronic channel during peak weeks. That ended in 2020, when the Commission shut its walk-in Tyler Building counter during the pandemic and routed almost everything through CIS. It has not meaningfully reopened the paper channel since.

In practice this means that in 2021, if you form an LLC in Virginia, you form it online. The CIS portal takes Articles of Organization, returns a filed-stamped PDF usually within one to two business days on the regular queue and same-day on the expedited queue, and drops the registration fee reminder into the same account the next year. Payment is card or ACH. The old paper Form LLC-1011 still exists and the SCC still technically accepts it by mail, but the processing time has stretched to several weeks and the error-correction loop takes a second round trip, which means almost no practitioner files on paper anymore unless there is a specific reason, like a signatory who will not be in the same country as the device logging into CIS.

The CIS account is also where the registered agent change-of-address filing lives (free, § 13.1-1016), where the amended Articles get filed (Form LLC-1014, $25 under § 13.1-1014), and where the annual registration fee gets paid. Moving those functions into one account is the structural change in Virginia in 2020 and 2021 that matters more than any fee movement would have. The numbers are the same; the friction to pay them is lower than it has ever been.

One practical consequence: the SCC now routes delinquency notices to the email address on the CIS account in addition to the registered agent. If you formed through a lawyer in 2015 and have not looked at the CIS account since, the email on file is often the lawyer's, which is fine until the lawyer moves firms and the address starts bouncing. It is worth logging in once a year, before May if you want a clean reason, and checking that the contact email is one you still read.

Where $100 and $50 actually sit on the national map

Virginia's fee schedule is a middle-of-the-pack number that looks like a low number because the comparator most new founders reach for is Delaware. Delaware charges $90 to form and $300 a year. Virginia is ten dollars more up front and $250 less a year, which means Virginia breaks even against Delaware in the thirteenth month and is cheaper every year after that for an entity that has no reason to care about the Court of Chancery.

Against the real comparators in the region, Virginia is competitive but not a bargain. Maryland charges $100 to form and $300 for the annual Personal Property Return. West Virginia charges $100 to form and $25 for the annual report. North Carolina charges $125 to form and $200 a year. D.C. charges $99 to form and $300 every two years through the biennial report. On a ten-year running-cost basis, Virginia's $500 in annual fees is the lowest in its neighbors-and-peers group with the exception of West Virginia.

The national picture is wider. Wyoming still charges $100 to form and a $60 minimum annual license tax. New Mexico charges $50 to form and nothing after that. California charges $70 to form and $800 a year as the franchise tax minimum, which is the other end of the distribution. Virginia's $100-and-$50 is roughly the median of the states that do serious inbound formation business.

None of this is a reason by itself to choose Virginia. It is a reason that Virginia stays on the short list even for founders who do not live here, because the running cost does not punish you for choosing a state that, by virtue of the State Corporation Commission's long-standing judicial character, tends to produce predictable administrative outcomes.

Who this schedule actually suits in 2021

Three kinds of entities sit naturally inside the Virginia schedule as it stands in 2021.

The first is any Virginia-operating business. If you have employees, an office, or a client base in the Commonwealth, the nexus question is already answered and the domestic formation is obvious. The $100 up front and $50 a year is cheap enough that the avoidance math of forming in a no-fee state and foreign-qualifying in Virginia does not pencil; once the foreign registration fee and its own $50 annual are counted, the savings vanish.

The second is a single-member holding LLC for Virginia real estate. The schedule is low, the statute ($13.1-1000 through § 13.1-1080) is stable, and the CIS portal handles the year-over-year compliance without a paid registered agent if you are willing to use your own in-state address. Real estate holders who fit that profile have been Virginia's quiet constituency for more than a decade, and the schedule is calibrated for them.

The third is the founder who wants a conservative domicile and does not need the Court of Chancery. Virginia produces a small but consistent flow of corporate-law opinions from the SCC and the Supreme Court of Virginia, and while the case law is neither as deep nor as fast-moving as Delaware's, it is coherent and there is no serious risk that a mid-sized Virginia LLC will find itself in an administrative gray zone. The fee schedule is the price of that predictability, and in 2021 it remains a reasonable one.

What does not fit here is anyone planning to take institutional capital. Those founders will still be routed to Delaware by the first term sheet, and forming in Virginia first is a conversion the cap table would rather not carry. That is a limit of the state's pitch, not a flaw in the schedule.

The quiet story in Virginia this year is that the Commission has finished its transition to an online-first intake without the General Assembly ever touching the underlying fees. The $100 charter fee pre-dates the smartphone. The $50 annual registration fee pre-dates the CIS portal. Both have survived three rounds of proposed fee revisions and two economic downturns without moving. If you are trying to predict what Virginia will charge next year, the historical answer is the one that keeps being right.

Sources

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