Annual Reports

Annual Reports are filings made by domestic and foreign corporations listing the current
directors, officers, and principal office address of the business. The purpose of the Annual Report is to verify that your information is up to date.
 
All corporations must file an Annual Report beginning the year after incorporation or registration with the Clerk’s Office verifying the information is correct or indicating any changes, additions, or deletions.
 
The Clerk’s Office sends the Annual Report to your Registered Agent two months prior to your due date.

Your Annual Report is due the last day of the month your company incorporated or registered to do business in Virginia. If the last day of the month falls on a weekend or holiday, the Commission must receive your annual report before the last business day of that month.
 
For example, if a corporation was incorporated on April 10th, the Annual Report will be due on or before April 30th starting the following year.

The earliest you can file your Annual Report is when it’s furnished by the Commission. The Commission prepares the Annual Report form two months prior to its due date. For example, if your company incorporates on April 10^th, the Annual Report form will be prepared on February 1^st each following year.
 

Instructions for completing an annual report online are available in our how-to guide. You can also visit the CIS Help page for other system guides and tips for managing your business online.

Yes.

There is no fee associated with the filing of an annual report. However, the annual registration fee must also be paid to remain active.

The only information that can be changed on the Annual Report whether you file online or manually is:

• The address of the principal office
• The names and addresses of the Directors and Officers

The following information may not be changed on an Annual Report:

• The name of a corporation
• The number of authorized shares (for stock corporations)
• The name or address of a corporation’s registered agent

An Annual Report is due each year by the last day of the month that a company incorporated or registered to do business.
If a corporation does not file an Annual Report by its due date the corporation will not be in good standing. The Commission’s records will reflect this change in status.
Corporations have a five-month period in which to file an Annual Report. Failure to file an Annual Report in that time period will result in the termination of a corporation’s existence. 

The annual report must be signed by a person authorized to sign the annual report, which can be a current director
or officer listed in the Annual Report.

You must list all your directors on the Annual Report. The only officers required are your principal officers (e.g. president, vice president, treasurer, and secretary).

No. The Annual Report allows you to indicate that an individual serves as both a director and an officer.

No. You must list a valid mailing address, but it does not have to be your home address.

A current principal office address must be set forth on the Annual Report. For a corporation filing its first Annual Report, the principal office address may be blank. Please record the principal office address to complete your Annual Report filing.

Yes.

Did your corporation have a name change in your home state? You must file any changes to your business name with the Commission.

You may file online in CIS or provide the following to the Clerk’s Office:

• A certified copy of the name change amendment from your Secretary of State
• A completed and signed copy of form SCC SCC760/922
• $25.00 filing fee

Has there been a change to the number of authorized shares in your home state? You must file any changes to the number of authorized shares with the Commission.

You may file online in CIS or provide the following to the Clerk’s Office:

• A certified copy of the amendment from your Secretary of State showing the new number of authorized shares
• $25.00 Filing fee (and any additional charter/entrance if applicable)

Yes. This is accomplished by filing an additional annual report for a particular year online through the CIS or via a paper form. Note, however, that this will not change the issuance or due date of the corporation’s annual report for the following year.