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How to Dissolve a Virginia Corporation

How do you dissolve a Virginia Corporation?

To dissolve your Virginia Corporation that has not issued shares or has not commenced business, you file Form SCC751, Articles of Termination of Corporate Existence.  This form needs to be signed by a majority of initial directors or if there are none, by a majority of the incorporators.

To terminate your Virginia Corporation that has issued shares and has commenced business in Virginia, complete and file Form SCC743, Articles of Dissolution and Form SCC750, Articles of Termination of Corporate Existence.  File by mail or in person. The Corporation Commission will issue a Certificate of Dissolution and a Certificate of Termination. You must receive both a certificate of dissolution and a certificate of termination or you could   be dissolved but still liable for annual registration fees.  Both of these forms must be signed by the chairman of the board of directors or the president or other officer authorized to act on behalf of the corporation.

Virginia Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a Virginia Corporation?

To dissolve your Virginia Corporation that has not issued shares the fee is $10.  Otherwise there are two forms to file and the fee is $20.

Your registered agent service in Virginia may be able to help you with the dissolution process

Do you need a Department of Revenue clearance before the Virginia Corporation Commission will accept your dissolution?

No, you do not need clearance to dissolve a corporation or LLC, but you must be current with all fees and penalties owed to the Corporation Commission. The Commission doesn’t concern itself with state tax.

How long does it take the state to process the filing?

Normal Processing: 1 – 2 weeks.
Expedited Processing:  Next day service for an additional $50 fee with the Expedited Service Request form.  File by 4 p.m.

How long before someone can take your business name?

As soon as your Certificate of Termination is issued, your rights to your corporate name are terminated also.  Likewise, if you are administratively dissolved for any reason, your name is forfeited instantly.  If you decide to attempt a reinstatement, you will be notified in your reinstatement packet whether or not you need to create a new business name because your previous name has been taken.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

If a Virginia Corporation fails to file its annual report, its status on the Commission’s records will be changed to “Not Good Standing.” The annual registration fee is due at the same time as the annual report.  If it goes unpaid beyond the due date, the corporation will be penalized 10% of the fee or $10, whichever is greater. If either the annual report or annual registration fee are ignored past four months, the Commission automatically terminates the corporation’s existence.

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