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How To Withdraw A Foreign Virginia LLC Or Corporation


Virginia Department of State Certificate of Authority Cancellation Requirements and Instructions

Foreign LLC registered in Virginia:

To withdraw or cancel your foreign Virginia LLC, you fill out Form LLC-1056, Certificate of Cancellation of a Certificate of Registration as a Foreign Limited Liability Companyand file it with the Clerk of the State Corporation Commission by mail or in person. This form must be signed by a manager or member of the foreign LLC in Virginia.

Foreign corporation registered in Virginia:

To withdraw or cancel your foreign corporation in Virginia, you provide the completed Form SCC767/929, Application for a Certificate of Withdrawal of a Foreign Corporation Authorized to Transact Business in Virginia to the State Corporation Commission by mail or in person.  This document must be signed by the chairman of the board, the president or any officer authorized to act on behalf of the corporation doing business in Virginia.

Foreign Virginia LLC or Corporation Withdrawal FAQ

How much does it cost to cancel your out of state registration with Virginia?

To withdraw/cancel your foreign Limited Liability Company in Virginia, the filing fee is $25.
To withdraw/cancel your foreign Virginia Corporation, a $10 filing fee is required

Do you need a Virginia Department of Revenue Tax Clearance first?

No.  You certify by executing the application that all Commission fees and penalties have been paid at the time of the application to withdraw.  The Corporation Commission is not concerned with the Department of Taxation.

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

Normal processing time:  1-2 weeks.  To determine the anticipated turnaround time of your filed document, contact the Clerk’s Office at (804) 371-9733.

Expedited processing:  One day generally. If you need same day processing, walk in your document by noon. For next day service, file by 4 p.m.

Each document submitted for expedited service must have its own Form SCC21.2, Expedited Service Request on top.  Attached to the form is a schedule of business documents to determine the expedited service fee.  It is $50 to $200 depending on the document and whether you need it same day or next day.  An application for a certificate of withdrawal of a foreign corporation costs $50 to expedite with next day processing only.  Certificate of cancellation of a foreign LLC is in another category on the schedule and Virginia can expedite this same day for $200.

What agency do you need to file the withdrawal with?

Commonwealth of Virginia, State Corporation Commission
Mailing:  PO Box 1197, Richmond, VA 23218-1197
Physical:  1300 East Main Street, Tyler Building, 1st floor, Richmond, VA 23219
Phone: (804) 371-9733
Fax:  No fax filing in Virginia
Email:  SCCeFile

What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?

If a Virginia corporation fails to file its annual report by its due date, the corporation will no longer be in good standing in Virginia and the Commission’s records will show this change of status.  Four months later the foreign corporation’s certificate of authority will be automatically revoked.

Limited Liability Companies in Virginia do not file annual reports, but they do pay a $50 annual registration fee.  The Virginia LLC is penalized $25 if the fee is late and after three months it is terminated.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

The Virginia Secretary of the Commonwealth will automatically terminate your corporate certificate of authority four months after your due date if you still have not filed your annual report.

Virginia Corporate Commission will cancel your limited liability company when your annual registration fee is three months delinquent.

What is the annual registration fee in Virginia and when is it due?

Every registered domestic and foreign business and limited partnership and business trust must pay an annual registration fee yearly, due before the end of the month in which the entity registered with the Corporation Commission.

What happens if you don’t pay your annual registration fee?

For stock corporations, the penalty is 10% of the annual registration fee or $10, whichever is greater. For limited liability companies and limited partnerships, the penalty is $25.

A corporation has four months to pay before Virginia cancels its company’s existence.  A limited liability company has three months to pay the annual registration fee to avoid cancellation.  Once this happens, a business must file for reinstatement of its business registration or have its authority to transact business in Virginia restored.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

You have to pay all back annual registration fees, along with penalties and a $100 reinstatement fee.  Follow the link below to request your reinstatement packet and your exact bill for your reinstatement will be mailed to you along with your name availability.

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

The certificate of withdrawal revokes the authority of the registered agent to accept service of process, but a Virginia registered agent should resign from a withdrawn business to be sure they won’t receive service by an oversight. A search of the Corporate Commission’s records would show a process server that the business has been withdrawn, in which case the correct service would be to the Clerk of the Corporate Commission. However, if you don’t file a Virginia agent resignation, you would still be listed as the registered agent.

Virginia SCC Reinstatement Packet

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