Va. Code » Title 13.1. Corporations » Chapter 12. Virginia Limited Liability Company Act » Article 11. Annual Registration Fees
Virginia Code

Va. Code Ann. § 13.1-1064 (2026)

Penalty for failure to timely pay annual registration fees

✓ current as of May 2026
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A. Any domestic or foreign limited liability company, or any protected series thereof, that fails to pay the annual registration fee into the state treasury within the time prescribed in § 13.1-1062 shall incur a penalty of $25, which shall be added to the amount of the annual registration fee due. The penalty prescribed herein shall be in addition to any other penalty or liability imposed by law.

B. The Commission shall mail to each domestic and foreign limited liability company that fails to pay the annual registration fee within the time prescribed in § 13.1-1062 a notice of assessment of the penalty imposed herein and of the impending cancellation of its existence or certificate of registration, as the case may be.

C. The Commission shall mail to each protected series and each foreign protected series that fails to pay the annual registration fee within the time prescribed in § 13.1-1062 a notice of assessment of the penalty imposed herein and of its impending cancellation or the impending cancellation of its certificate of registration, as the case may be.

1991, c. 168; 1997, c. 190; 2000, c. 52; 2004, cc. 274, 601; 2005, c. 255; 2008, c. 108; 2019, c. 636.

Notes of Decisions
Cited in 2 cases, 2009–2011 · leading case: Spain v. Williams (In Re Williams), 455 B.R. 485 (Bankr. E.D. Va. 2011).
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Spain v. Williams (In Re Williams), 455 B.R. 485 (Bankr. E.D. Va. 2011). · cites it 3× “Treadegar is not independently represented and its legal existence has been can-celled by operation of law by the Virginia state Corporation Commission for failure to pay its annual registration fee.”
Reid v. \ the Wailers\"", 606 F. Supp. 2d 627 (E.D. Va. 2009). · cites it 2× “) 2 Furthermore, even though Wailers Management was dissolved in December 2007 pursuant to Section 13.1-1064 of the Virginia Code, Defendants have acknowledged that the company is still in the process of winding up.”
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