What happens if your Virginia LLC doesn’t pay its annual registration fee, and how to reinstate it
Virginia’s own word for it: Existence “automatically canceled” or “canceled involuntarily”. Time limit to get back: 5 years. Tax clearance: No.
Checked against the Virginia State Corporation Commission, Office of the Clerk, September 2026.
- What Virginia calls it
- Existence “automatically canceled” or “canceled involuntarily”
- Tax clearance
- No
- Time limit to get back
- 5 years
How it unfolds in Virginia
- MissedAnnual registration fee
- StatusExistence “automatically canceled” or “canceled involuntarily”
- The way backApplication for reinstatement (Clerk’s Information System or a letter)
Virginia State Corporation Commission (SCC), Office of the Clerk
What does Virginia call a company that missed its filings?
The statute says the LLC’s existence is “automatically canceled” (Va. Code § 13.1-1050.2) or “canceled involuntarily” by SCC order (§ 13.1-1050.3), and calls it an LLC that has “ceased to exist” (§ 13.1-1050.4). In the SCC’s Clerk’s Information System (CIS), a business shows as Active, Pending Active, “Pending Inactive” (before cancellation) or “Inactive”, with a ‘Reason for Status’.
What triggers it in Virginia?
(1) Automatic cancellation if the annual registration fee is not paid by the last day of the third month after its due date. There is no annual report for LLCs: the fee is due each year by the last day of the anniversary month of formation. (2) Automatic cancellation if the registered agent resigns and the LLC does not file a statement of change appointing a new agent by the deadline. (3) Involuntary cancellation by SCC order after a show-cause rule. Grounds: exceeding or abusing its authority; failing to maintain a registered office or agent; failing to file a required document; or a conviction under 8 U.S.C. § 1324a(f) (a pattern of employing unauthorized aliens).
Before it happens
If the annual registration fee is late, the SCC mails a notice assessing a late penalty and warning of impending cancellation (§ 13.1-1064(B)). Cancellation happens on the last day of the third month after the due date ‘whether or not’ that notice is mailed. For an agent resignation: if no statement of change is filed within 31 days, the SCC mails a notice of impending cancellation. The LLC shows ‘pending inactive’, and it is canceled if the statement of change is not filed by the last day of the second month after the notice month.
How do you reinstate a Virginia LLC?
An application for reinstatement, which by statute ‘may be in the form of a letter’ that includes the SCC identification number. The SCC’s preferred route is online: in the Clerk’s Information System (cis.scc.virginia.gov) go to Online Services, then Business Entities, then Reinstatements. CIS walks the filer through any outstanding fees or other required filings first. A paper reinstatement packet can be requested from the Office of the Clerk.
Where to file
Virginia State Corporation Commission, Office of the Clerk (Richmond); the SCC enters an order of reinstatement.
Missed filings and fees
Yes. The LLC must pay a reinstatement fee set by statute plus all annual registration fees and penalties that were due before cancellation and that would have been assessed up to the date of reinstatement. LLCs file no annual report.
Is there a deadline to reinstate a Virginia LLC?
Within five years after the LLC ceased to exist. No reinstatement is possible if the cancellation was by SCC order for exceeding or abusing its authority (§ 13.1-1050.3(A)(1)), or if it followed a court dissolution decree with no reinstatement provision. An LLC canceled for an 8 U.S.C. § 1324a(f) conviction cannot reinstate for at least one year.
After that
The SCC says: ‘After 5 years, the Office of the Clerk does not have the authority to reinstate an inactive business entity.’
Do you need tax clearance in Virginia?
No
Not required. § 13.1-1050.4 lists only the application, the reinstatement fee, back registration fees and penalties, a name amendment if needed, and a statement of change if the agent resigned. No Department of Taxation clearance is listed.
What happens to the company name meanwhile?
The name is not protected. If the LLC’s name no longer meets the distinguishability rules of § 13.1-1012 at reinstatement (for example, another entity has taken it), the LLC must file articles of amendment changing to a compliant name, with the amendment fee.
What changes once it is fixed?
On entry of the order of reinstatement, the LLC’s existence is deemed to have continued from the date of cancellation as if cancellation never occurred. Any liability incurred in the gap by the LLC or its members, managers or agents is determined as if it had never been canceled. While canceled, its property passes to managers or members as trustees in liquidation (§ 13.1-1050.2(C)).
What changes for corporations in Virginia?
Corporations use different terms and more triggers. Their existence is ‘automatically terminated’ (§ 13.1-752) or ‘terminated involuntarily’ (§ 13.1-753), not ‘canceled’. Triggers are failing to file the annual report OR pay the annual registration fee by the last day of the fourth month after the due date (compared with the third month and fee only for LLCs), and the SCC must mail a notice of impending termination. Reinstatement (§ 13.1-754) has the same five-year window and exclusions. The corporation must also file an annual report for the current year. The application may be signed by an officer or director, or by affidavit of a shareholder’s agent if none can be found. A name amendment and a statement of change are required if needed. The existence is deemed continuous.
What should you file first?
There is no separate tax clearance step for a Virginia LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Application for reinstatement (Clerk’s Information System or a letter)
Where it goes
Virginia State Corporation Commission, Office of the Clerk (Richmond); the SCC enters an order of reinstatement.
What does Virginia ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization | At formation | N/A |
| Annual registration fee (LLC — there is no LLC annual report) | Annual registration fee assessment from the Commission | On or before the last day of the month in which the LLC was organized, and by that date each year after (§ 13.1-1062) | A late penalty applies, and existence is automatically canceled if the fee is still unpaid on the last day of the third month after the due date |
| Annual report and annual registration fee (stock corporations) | Annual Report | On or before the last day of the month of incorporation each year; the report may be filed up to three months early (§§ 13.1-775, 13.1-775.1) | A late penalty applies to the registration fee, and continued default leads to termination of corporate existence |
| Change of registered office or registered agent | Statement of Change of Registered Office and/or Registered Agent | When the agent or office changes | N/A |
From the same Virginia record as the Virginia registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Virginia deadline in your calendar with the compliance calendar, or see what Virginia requires of your registered agent.
Which Virginia laws govern it?
Va. Code § 13.1-1050.2 (automatic cancellation), § 13.1-1050.3 (involuntary cancellation), § 13.1-1050.4 (reinstatement of an LLC that has ceased to exist), §§ 13.1-1062 and 13.1-1064 (annual registration fee and late penalty).
Sources, checked September 2026:
- Virginia General Assembly (Code of Virginia)— Va. Code §§ 13.1-1050.2 to 13.1-1050.4, 13.1-1062, 13.1-1064
- Virginia General Assembly (Code of Virginia); Virginia SCC Office of the Clerk— Va. Code §§ 13.1-1050.2, 13.1-1050.3, 13.1-1050.4; SCC Reinstatements FAQ
- Virginia General Assembly (Code of Virginia)— Va. Code §§ 13.1-1050.2(A)-(B), 13.1-1050.3(A)-(B), 13.1-1062(A)
- Virginia General Assembly (Code of Virginia); Virginia SCC— Va. Code §§ 13.1-1050.2, 13.1-1064(B); SCC Maintaining Your Business page
- Virginia SCC Office of the Clerk— Va. Code § 13.1-1050.4(B)(1); SCC how-to guide ‘File a Reinstatement in the Clerk’s Information System’; Reinstatements FAQ
- Virginia SCC Office of the Clerk— Va. Code § 13.1-1050.4(C); Reinstatements FAQ
- Virginia General Assembly (Code of Virginia)— Va. Code § 13.1-1050.4(B)
- Virginia General Assembly (Code of Virginia)— Va. Code § 13.1-1050.4(B)(2)-(3)
- Virginia General Assembly (Code of Virginia)— Va. Code § 13.1-1050.4(B)(4); § 13.1-1012(C)
- Virginia General Assembly (Code of Virginia)— Va. Code §§ 13.1-1050.4(A), 13.1-1050.3(D)
- Virginia SCC Office of the Clerk— Reinstatements FAQ
- Virginia General Assembly (Code of Virginia)— Va. Code §§ 13.1-1050.4(C), 13.1-1050.2(C)
- Virginia General Assembly (Code of Virginia)— Va. Code §§ 13.1-752, 13.1-753, 13.1-754
Checked against the Virginia State Corporation Commission (SCC), Office of the Clerk and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
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Behind on a Virginia filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Virginia State Corporation Commission, Office of the Clerk, and state fees are confirmed with you before anything is filed.