COVID-19 Procedures: All business with the Commission should be through electronic filing systems, email, or by telephone. For public health safety, in-person visits to SCC offices are suspended. Filings or other deliveries are permitted by drop off at main entrance. On-site staff is minimal and processing of such deliveries may be delayed.
The Clerk's Information System (CIS) allows Virginia businesses to submit Annual Reports online, with just a few clicks. Even Annual Reports with changes can now be filed online using CIS.
Every Virginia corporation and every foreign corporation that has a certificate of authority to transact business in Virginia is required, by law, to file an annual report with the State Corporation Commission each year after the year in which it was incorporated or registered. No other business entity type is required or permitted to file an annual report with the Commission.
The purpose of the annual report is to verify that the information in the Clerk's Office is up to date.
The annual report is due on or before the last day of the month in which the corporation was incorporated or registered to transact business in Virginia. When the last day of the month falls on a weekend or holiday, the corporation’s annual report needs to be received by the Commission on or 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.
Each year after the year of incorporation or registration to transact business in Virginia, the Commission prepares the corporation’s annual report form, using information on its records as of the first day of the second month preceding the month in which it was incorporated or registered to transact business in Virginia.For example, if a corporation was incorporated on April 10th, the annual report form will be prepared on February 1st each following year. Once the annual report form has been furnished, it may be submitted prior to the posted due date, either online or via paper.
The annual report is sent to the corporation’s registered agent in Virginia, who is responsible for forwarding it to the corporation.
To request a paper copy of the annual report form, access the Online Forms Request page or contact the Clerk’s Office at (804) 371-9733 or toll free in Virginia, 1-866-722-2551. Requests are routinely fulfilled by mailing the annual report form by U.S. Mail and should be made well in advance of the filing deadline to ensure timely delivery to the Commission of the completed annual report.
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 annual report can used to change and update the information in the Clerk's Office regarding the corporation’s principal office address and the names, titles and addresses of its directors and principal officers.
When filing online in CIS, you will be asked if you are filing with changes or with no changes. If you file with changes, you will be able to enter the updated information.
No other information on the annual report can be adjusted by making changes on the report; however, some information can be changed through an additional filing with the Commission.
For example, if a corporation wants to change its Virginia registered agent or registered office, it would need to complete and file a statement of change. These filings can also be completed online in CIS through the Online Services for Existing Businesses.
If a corporation fails to file its annual report by its due date, the corporation will not be in good standing in Virginia and the Commission’s records will reflect this change in status.
If a corporation fails to file its annual report by the last day of the fourth month following the month in which it was incorporated or registered to transact business in Virginia, the corporation’s existence or certificate of authority to transact business in Virginia will be automatically terminated or revoked.
For more information on how to tell if your corporation has been terminated or what to do to get back in good standing, view the Reinstatements FAQs.
An individual who is listed in the annual report as a current director or officer must sign the annual report on behalf of the corporation. Former directors and officers are not authorized to sign the annual report.
All of the corporation’s directors must be listed on the annual report. The only officers that must be listed, however, are the principal officers of the corporation (e.g., president, vice president, treasurer and secretary).
No. The annual report allows a corporation to indicate that the individual is serving as both a director and an officer.
No. A home address is not required. A valid mailing address is required.
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 is often blank and must be filled in before the annual report can be accepted for filing.
When a foreign corporation has changed its name, it needs to file with the Commission a duly authenticated copy of the instrument of amendment that effected the name change. The duly authenticated copy must be obtained from the secretary of state or other official having custody of corporate records in the state or other jurisdiction under whose laws the corporation is incorporated. The copy will include a certificate by the official that indicates it is a “true and correct” copy of the instrument on file, or words to that effect.
If a foreign corporation has changed the number of shares it is authorized to issue, it needs to file with the Commission a duly authenticated copy of the instrument of amendment that effected the stock change. The duly authenticated copy must be obtained from the secretary of state or other official having custody of corporate records in the state or other jurisdiction under whose laws the corporation is incorporated. The copy will include a certificate by the official that indicates it is a “true and correct” copy of the instrument on file, or words to that effect.
The filing of the instrument of amendment with the Commission may also require payment of an additional entrance fee. Contact the Clerk’s Office for more information.
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.