The Virginia SCC Annual Report is the yearly filing that every stock and nonstock corporation — both Virginia-formed and out-of-state — must submit to the Virginia State Corporation Commission to confirm its directors, principal officers, and principal office address. It is not a tax return and it carries no filing fee, but it is the document the Commonwealth uses to keep your corporate record current and your business in good standing.
Miss it, and the clock starts on automatic termination. Virginia gives corporations only until the last day of the fourth month after the due date before the corporation’s existence ends by operation of law — no warning letter, no court hearing, no second chance until you pay to reinstate. Roughly 100,000-plus business entities fall out of good standing in Virginia each year for late or missed filings, and corporations are among the most common because they juggle two separate obligations at once: the annual report and the annual registration fee.
Here is what you will learn in this guide:
- 📋 What the annual report actually asks for and who must sign it
- 🗂️ Every document and number to gather before you open the form
- 💻 How to file line by line through the Clerk’s Information System (CIS), by mail, and in person
- 💵 Exactly how the share-based registration fee is calculated, from $100 to $1,700
- ⚠️ The field-level mistakes that trigger holds, penalties, or termination
What the Annual Report Is and Who Must File It
The Virginia annual report is a snapshot filing. It tells the SCC who runs your corporation and where its principal office sits as of the moment you file. Under Va. Code § 13.1-775 for stock corporations and the parallel § 13.1-936 for nonstock corporations, the report must list the corporation’s name, the jurisdiction where it was formed, its registered agent and registered office, its principal office address, and the names and business addresses of all directors and principal officers.
Two kinds of corporations file: domestic corporations formed in Virginia, and foreign corporations that hold a certificate of authority to transact business in the Commonwealth. The rule does not care whether you are a profit-making tech startup or a charitable nonstock corporation — both file the same style of report.
Other business types do not file an annual report at all. Virginia LLCs, limited partnerships, and business trusts skip the report entirely and only pay a registration fee. This trips up owners who convert an LLC to a corporation and suddenly owe a report they never filed before.
The plain-English version of the statute is this: the Commonwealth wants a current, public, accurate list of who is responsible for the corporation. The consequence of ignoring it is severe — failure to file by the deadline plus the four-month grace period means automatic termination of corporate existence under § 13.1-752. A common misconception is that the SCC will sue you or call you first; it will not. Termination happens silently, by operation of law.
The form carries no separate filing fee. The cost you pay is the annual registration fee, a distinct obligation due the same day. Stock corporations pay a share-based fee; nonstock corporations pay a flat $25.
Before You Start: Documents and Information You Need
Gather everything before you log in. The CIS session is faster and far less error-prone when you are not hunting for an officer’s address mid-filing. Here is your pre-filing checklist, with why each item matters.
- SCC Entity ID number. This is your corporation’s unique identifier on file. Without it, searching for your entity in CIS is slower and you risk selecting the wrong record.
- The pre-printed annual report notice from the SCC. The Commission mails this to your registered agent about two months before the due date, and you cannot file until it is issued. If your agent never forwards it, you may miss the deadline entirely.
- Your formation month. Your deadline is the last day of the month your corporation was incorporated or granted authority. Guessing wrong here causes a late filing.
- Full legal names of all directors. Every director must be listed, not just the chair. Leaving one off makes the public record inaccurate and can complicate later filings.
- Full legal names and titles of all principal officers. President, vice president, treasurer, and secretary all belong here. Omitting an officer is the single most common reporting error.
- Business addresses for each director and officer. Use business addresses, not personal home addresses where possible, because this record is public.
- Current principal office address. This is the corporation’s main business location. An outdated address means you may never receive future notices.
- Number of authorized shares (stock corporations). This drives your registration fee. The fee is locked at assessment and cannot be adjusted after, so confirm the number on record now.
- Name of an authorized signer. Only an officer or director already listed in SCC records may sign. A bookkeeper or outside accountant cannot be the signatory.
- Payment method for the registration fee. A credit card or eCheck for online filing, or a check for mail. Filing the report but forgetting the fee still starts the termination clock.
One nuance worth flagging early: you cannot change your corporation’s name, your number of authorized shares, or your registered agent through the annual report itself. Those require separate filings through Online Services for Existing Businesses in CIS. The annual report only updates directors, officers, and the principal office address.
Where to Get the Form and How to Access It
There is no PDF you download cold and fill in from scratch. Virginia generates a pre-printed report tied to your specific entity, and the official online version lives inside the Clerk’s Information System. The SCC issues it about two months before your due date and sends the paper version to your registered agent.
To file online, create a CIS account at the SCC business portal. Registration asks for your name, personal address, mobile phone number, mailing address, and email. Once inside, you reach the report through Online Services → Business Entities → Annual Reports (Corporations).
If you prefer paper, you can request a pre-printed form through the SCC’s Electronic Forms Request page, then mail the completed form to the Clerk’s Office. Mailed reports must carry original signatures and the full director, officer, and principal office information.
A common misconception is that you can file the report any time you like once the year turns over. You cannot file until the SCC issues your form, which is the two-month-out mark. Try earlier and the system has nothing for you to submit.
Step-by-Step: How to Fill Out the Virginia Annual Report Line by Line
The online report walks you through the same fields the paper form prints. Below is every field in the order it appears, with how to answer it, a real example, the edge cases, the mistakes, and the myths.
1. Select Filing Type: “With No Changes” or “With Changes”
The first choice in CIS is a drop-down asking whether you are filing With no changes or With changes. This sets the entire path of your session.
Choose With no changes only when your directors, officers, and principal office address are all identical to last year’s record. Choose With changes if even one officer left, one address moved, or one director joined. Pick the wrong one and you either skip needed edits or wade through screens you do not need.
For example, Sarah Chen, president of a small Richmond design firm with the same three officers as last year, selects With no changes. Marcus Webb, whose corporation just hired a new treasurer, selects With changes.
The nuance: even one tiny update — a suite number change on the principal office — forces the With changes path. The most common mistake here is choosing With no changes out of habit when an officer quietly resigned months ago, which leaves a stale, inaccurate public record that can undermine contracts and loans. Many filers wrongly believe With no changes is faster and therefore “safer.” It is only correct when the record is truly identical.
2. Entity Name or SCC Entity ID Search
Next, CIS asks you to type either the entity name or the entity ID number and click Search. This pulls up your specific corporation so you sign the right record.
Enter the SCC Entity ID for the cleanest match, then tick the radio button beside your corporation and click Continue. Format the ID exactly as it appears on your notice, with no extra spaces.
For example, Sarah Chen types her entity ID 0801234-5 and selects her firm, Chen Design Studio, Inc., from the result.
The edge case: similar corporate names are common, so two entities named “Apex” may appear. The mistake is selecting the wrong “Apex” and filing someone else’s report, which leaves your own corporation unfiled and still racing the clock. A myth here is that the name must be typed in full; a partial name search works, but the ID is the surest path.
3. Entity Email and Contact Number
On the With changes path, CIS shows the entity email address and contact number and invites you to update them. This is how the SCC reaches you for future notices.
Enter a monitored business email and a reliable phone number. Use an address someone actually checks, not a forgotten startup inbox.
For example, Marcus Webb updates the email from the founder’s old Gmail to compliance@webbcorp.com so notices reach the whole team.
The nuance: this contact email does not replace the registered agent, who still receives the official mailed notice. The mistake is entering an email no one monitors, which means you miss reminders and risk a late filing. People often assume updating this field changes the registered agent — it does not; the agent is changed only through a separate filing.
4. Principal Office Address
This field asks for the principal office address — the corporation’s main place of business. Review the on-file address and update it if you have moved.
Enter a full street address, including suite or unit. A P.O. Box alone is generally not accepted for the principal office because it must reflect a real business location.
For example, Marcus Webb updates the principal office from 100 Main St, Suite 2, Norfolk, VA 23510 to the corporation’s new headquarters at 4500 Innovation Way, Suite 300, Norfolk, VA 23502.
The edge case: a home-based corporation may use the owner’s residence, which then becomes public record — a privacy trade-off to weigh. The mistake is leaving an old address in place after a move, so future SCC notices go nowhere and you learn about problems too late. A misconception is that the principal office must be in Virginia; it can be out of state, especially for foreign corporations, as long as it is current.
5. Registered Agent and Registered Office (Display Only)
The report displays your registered agent and registered office but does not let you change them here. This is a review checkpoint, not an edit field.
Read it carefully and confirm the agent is still willing and qualified. If the agent has resigned or moved, stop and file a separate registered agent change through Online Services before you rely on this record.
For example, Sarah Chen sees her agent listed as Old Dominion Registered Agents LLC and confirms it is still her active provider.
The nuance: Virginia requires every corporation to keep a registered agent with a physical Virginia street address who is available during business hours. The mistake is assuming you can fix a bad agent inside the annual report — you cannot, and an invalid agent can itself jeopardize good standing. People often think the registered office and principal office are the same; they are separate addresses serving different legal purposes.
6. Directors
CIS shows your current directors and, on the changes path, lets you add or remove them through an Add Principal button. List every director who serves on the board.
Add each director’s full legal name and business address. If your corporation has no directors, you must affirmatively select the No Officers and/or No Directors option rather than leaving the section blank.
For example, Marcus Webb clicks Add Principal and enters new director Dana Pierce, 4500 Innovation Way, Suite 300, Norfolk, VA 23502, then removes a director who resigned.
The edge case: a single-person corporation where the same person is sole director and sole officer still must appear in both the director and officer sections. The mistake is listing only the chair and omitting other board members, which makes the public record incomplete and can stall financing due diligence. A common myth is that directors and officers are interchangeable labels — they are distinct roles, and both lists matter.
7. Principal Officers
This section captures principal officers — typically the president, vice president, treasurer, and secretary. Add each officer’s full legal name, title, and business address.
Use the exact titles your corporation uses, and include every principal officer, not just the CEO. As with directors, an empty officer list requires choosing the No Officers option deliberately.
For example, Marcus Webb adds Lena Ortiz, Treasurer, 4500 Innovation Way, Suite 300, Norfolk, VA 23502 as the newly hired officer.
The nuance: a person can hold two offices, such as secretary-treasurer, and you list both titles for that one person. The mistake — the most frequent error on the entire form — is forgetting to list an officer who joined mid-year, leaving the record inaccurate. Filers often believe only the top executive must be named; in fact, all principal officers belong on the report.
8. Aggregate Number of Shares (Stock Corporations, Display Only)
For stock corporations, the report reflects the corporation’s aggregate number of authorized shares, which is shown for confirmation and drives your registration fee. You cannot change this number on the annual report.
Verify the share count matches your articles of incorporation. If you need a different number, file an amendment through Online Services — and do it at least two months before your assessment date.
For example, Sarah Chen confirms Chen Design Studio, Inc. shows 5,000 authorized shares, which sets her fee at the $100 minimum.
The edge case: a corporation planning a stock split or new funding round should amend shares early, because the fee is fixed at assessment and cannot be adjusted afterward. The mistake is amending shares the week the fee is assessed and being charged on the wrong figure. A myth is that issued shares matter for the fee; the fee is based on authorized shares, whether or not they are issued.
9. Electronic Signature and Submission
The final step is the electronic signature, where an authorized officer or director signs and then clicks Add to Shopping Cart to submit and pay.
Under Va. Code § 13.1-604, only an officer or director on record may sign. Type the signer’s name and title exactly as listed in the corporation’s record, then proceed to checkout to pay the registration fee.
For example, Sarah Chen signs as Sarah Chen, President, then adds the filing to her cart and pays the $100 fee by credit card.
The nuance: a third-party service may submit the filing, but the signatory must still be an authorized officer or director. The mistake is having an outside accountant sign in their own name, which makes the signature invalid and the filing defective. A misconception is that filing the report completes everything — it does not; you must also pay the registration fee, or the termination clock keeps running.
Three Filled-Out Examples Using Real Scenarios
Below are three common filers carried through the full report. Each table shows what they enter in the key sections.
Scenario 1: Sarah Chen — small Virginia stock corporation, no changes
| Form Section | What Sarah Enters |
|---|---|
| Filing type | With no changes |
| Entity search | Entity ID 0801234-5, selects Chen Design Studio, Inc. |
| Entity email | hello@chendesign.com (unchanged) |
| Principal office | 210 Cary St, Suite 5, Richmond, VA 23219 (unchanged) |
| Registered agent | Old Dominion Registered Agents LLC (display only, confirmed) |
| Directors | Sarah Chen (unchanged) |
| Principal officers | Sarah Chen, President; Tom Reyes, Secretary |
| Authorized shares | 5,000 (display only) |
| Signature | Sarah Chen, President |
| Registration fee paid | $100 by credit card |
Scenario 2: Marcus Webb — growing stock corporation, updating agent area, adding an officer and director
| Form Section | What Marcus Enters |
|---|---|
| Filing type | With changes |
| Entity search | Entity ID 0865432-1, selects Webb Logistics Corp. |
| Entity email | Updated to compliance@webbcorp.com |
| Principal office | Updated to 4500 Innovation Way, Suite 300, Norfolk, VA 23502 |
| Registered agent | Displayed; Marcus files a separate agent change in Online Services first |
| Directors | Adds Dana Pierce; removes resigned director Greg Hall |
| Principal officers | Adds Lena Ortiz, Treasurer; keeps Marcus Webb, President |
| Authorized shares | 50,000 (display only) |
| Signature | Marcus Webb, President |
| Registration fee paid | $370 by eCheck |
Scenario 3: Priya Nair — foreign (Delaware) stock corporation, first Virginia report
| Form Section | What Priya Enters |
|---|---|
| Filing type | With changes (first filing) |
| Entity search | Entity ID F012987-3, selects Nair Robotics, Inc. |
| Jurisdiction of formation | Delaware (display only) |
| Principal office | 88 Market St, Wilmington, DE 19801 (out-of-state, current) |
| Registered agent | Virginia agent Capitol Services, Inc. (display only, confirmed) |
| Directors | Priya Nair, Sam Okafor |
| Principal officers | Priya Nair, CEO; Sam Okafor, CFO; Maya Lin, Secretary |
| Authorized shares | 10,000 (display only) |
| Signature | Priya Nair, CEO |
| Registration fee paid | $130 by credit card |
How to File the Completed Form
Virginia gives corporations three filing channels. The SCC pushes the online route hardest because it confirms instantly.
Online through CIS. Log in at the Clerk’s Information System, open Annual Reports (Corporations), complete the fields, sign, and pay. There is no fee for the report itself; you pay only the registration fee, which is $100 to $1,700 for stock corporations and $25 for nonstock corporations. Accepted payments are credit card and eCheck, processing is real-time, and your proof of filing is the on-screen confirmation and emailed receipt — save both.
By mail. Request a pre-printed form via the SCC’s Forms Request page, complete it with original signatures, and mail it with a check to the Clerk’s Office at State Corporation Commission, Office of the Clerk, P.O. Box 1197, Richmond, VA 23218-1197. The SCC counts the receipt date, not the postmark, so mail at least two weeks early. Your proof is your check’s clearance and the SCC’s updated record.
In person. You may deliver the completed form and payment to the Clerk’s Office at the 1300 East Main Street, Tyler Building, Richmond, VA 23219 location during business hours. Keep a stamped copy as your proof of filing.
A misconception is that mailing on the due date counts as on time. It does not — Virginia uses the receipt date, so a late-arriving envelope is a late filing even if postmarked early.
What Happens After You File
Once you submit online, CIS confirms immediately and updates your corporation’s public record. Your good-standing status refreshes, and the new directors, officers, and address become the official record the same day.
If you filed but did not pay the registration fee, you are not done. The report and the fee are two obligations, and an unpaid fee still pushes you toward termination under the registration fee statute.
If you miss both the deadline and the four-month grace period, the SCC automatically terminates the corporation’s existence — no court order, no extra notice. To come back, you must file all overdue annual reports, pay all outstanding fees and penalties, and submit a reinstatement application through CIS. A foreign corporation’s certificate of authority is revoked on the same timeline.
The plain-English takeaway: filing the report restores your record instantly, but the registration fee must clear too. The misconception that “I filed, so I’m fine” causes many silent terminations months later.
Mistakes to Avoid When Filling Out the Form
- Choosing With no changes when an officer actually resigned — leaves a false public record that can void contracts.
- Forgetting to list a principal officer who joined mid-year — the most common error, making the record inaccurate.
- Omitting a board director — incomplete director lists stall loan and investor due diligence.
- Trying to change the corporate name in the report — it cannot be changed there, so the edit fails silently.
- Trying to change authorized shares in the report — requires a separate amendment, and the fee locks at assessment.
- Trying to change the registered agent in the report — must be a separate filing, or the bad agent persists.
- Letting an outside accountant sign in their own name — the signature is invalid and the filing is defective.
- Entering an unmonitored entity email — you miss every future reminder and risk a late filing.
- Leaving an old principal office address — future SCC notices go to a dead address.
- Filing the report but skipping the registration fee — the termination clock keeps running.
- Mailing on the due date — the SCC counts receipt date, so it arrives late.
- Amending shares the same week as assessment — you get billed on the wrong share count.
Do’s and Don’ts
Do:
- Do wait for the SCC’s pre-printed notice before filing, because the system has nothing to submit before it issues.
- Do list every director and every principal officer, because the public record must be complete.
- Do confirm your authorized share count early, because the fee locks at assessment and cannot be changed after.
- Do pay the registration fee in the same session, because the report alone does not stop termination.
- Do save your confirmation and receipt, because they are your only proof of timely filing.
- Do use a monitored business email, because that is how the SCC reaches you for future notices.
Don’t:
- Don’t assume the SCC will warn you before termination, because it happens automatically by law.
- Don’t try to change name, shares, or agent through the report, because those need separate filings.
- Don’t let a non-officer sign, because only a listed officer or director may sign.
- Don’t mail on the deadline, because the receipt date controls, not the postmark.
- Don’t rely on a home Gmail inbox for contact, because missed notices cause late filings.
- Don’t ignore the registration fee, because an unpaid fee terminates the corporation just like a missed report.
Pros and Cons of Filing on Your Own vs. With Help
| Filing It Yourself | Filing With a Service or Attorney |
|---|---|
| Pro: Free aside from the registration fee, because the report has no filing cost. | Pro: Deadline tracking across the anniversary system reduces missed-filing risk. |
| Pro: Instant control over your own data and same-day confirmation in CIS. | Pro: Professionals catch share-count and signature errors before they cost you. |
| Pro: You learn your corporation’s record firsthand, which helps in audits. | Pro: A modern registered agent forwards the SCC notice same day, protecting your window. |
| Con: Easy to miss the pre-printed notice if your agent is slow. | Con: Service fees add up, especially across multiple entities. |
| Con: Share-based fee math and signature rules are easy to get wrong alone. | Con: You still bear legal responsibility even when a third party files. |
FAQs
Do all corporations have to file a Virginia annual report?
Yes. Both domestic and foreign stock and nonstock corporations must file, beginning the year after they incorporate or register. LLCs, LPs, and business trusts do not file an annual report.
Is there a fee to file the annual report itself?
No. The report has no filing fee. Corporations pay a separate annual registration fee, which is share-based for stock corporations and a flat $25 for nonstock corporations.
When is the Virginia annual report due?
Yes, there is a firm deadline: the last day of the month your corporation was originally incorporated or granted authority. A corporation formed in June is due by June 30 every year.
What happens if I miss the deadline?
Yes, there are real consequences. You lose good standing immediately, and if the report and fee remain unfiled by the last day of the fourth month after the due date, the corporation is automatically terminated.
Can I file before I get the SCC form?
No. You can file only once the SCC issues your pre-printed form, about two months before the due date. The system has nothing to submit before that.
Who can sign the annual report?
Yes, the signer is restricted: only an officer or director listed in the SCC’s records may sign. A third party may submit the filing, but the signatory must be an authorized officer or director.
Do I list directors and officers in the same box?
No. Directors and principal officers go in separate sections. A person who is both a director and an officer must appear in both lists with the correct titles.
Do I write only the CEO, or every officer in the officer section?
No, not just the CEO. List every principal officer — president, vice president, treasurer, and secretary — because an incomplete officer list is the most common reporting error.
Can I change my authorized shares on the annual report?
No. Authorized shares are display-only on the report. To change them, file a separate amendment through Online Services at least two months before your assessment date.
Do I write my registered agent in the report to update it?
No. The registered agent is shown for confirmation only. Changing it requires a separate registered agent filing through CIS Online Services.
Does a dormant corporation with no revenue still file?
Yes. Every active corporation files regardless of revenue or activity. A dormant corporation still must file the report and pay the registration fee to stay in good standing.
How is the stock corporation registration fee calculated?
Yes, it is share-based: $100 for up to 5,000 authorized shares, $130 for 5,001–10,000, then $30 per additional 5,000 shares, up to a $1,700 maximum at 270,000-plus shares.
What is the late penalty if I pay the fee late?
Yes, there is a penalty: for stock corporations it is 10% of the fee or $10, whichever is higher; for nonstock corporations it is a flat $10.
Can a foreign corporation file the Virginia annual report online?
Yes. Foreign corporations with a Virginia certificate of authority file the same report through CIS, list their out-of-state principal office, and must keep a Virginia registered agent.
Related reading
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