13.1-775.1 - Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely.
§ 13.1-775.1. Annual registration fees to be paid by domestic and foreigncorporations; penalty for failure to pay timely.
A. Every domestic corporation and every foreign corporation authorized totransact business in the Commonwealth shall pay into the state treasury on orbefore the last day of the twelfth month next succeeding the month in whichit was incorporated or authorized to transact business in the Commonwealth,and by such date in each year thereafter, an annual registration fee asprescribed by this section, provided that the initial annual registration feeto be paid by a domestic corporation created by entity conversion shall bedue in the year after the calendar year in which it converted. At thediscretion of the Commission, the annual registration fee due date for acorporation may be extended, on a monthly basis for a period of not less thanone month nor more than 11 months, at the request of its registered agent ofrecord or as may be necessary to distribute annual registration fee due datesof corporations as equally as practicable throughout the year on a monthlybasis.
Any such corporation whose number of authorized shares is 5,000 or less shallpay an annual registration fee of $50. Any such corporation whose number ofauthorized shares is more than 5,000 shall pay an annual registration fee of$50 plus $15 for each 5,000 shares or fraction thereof in excess of 5,000shares, up to a maximum of $850.
The annual registration fee shall be irrespective of any specific license taxor other tax or fee imposed by law upon the corporation for the privilege ofcarrying on its business in the Commonwealth or upon its franchise, propertyor receipts.
B. Each year, the Commission shall ascertain from its records the number ofauthorized shares of each domestic corporation and each foreign corporationauthorized to transact business in the Commonwealth, as of the first day ofthe second month next preceding the month in which it was incorporated orauthorized to transact business in the Commonwealth and, except as providedin subsection A, shall assess against each such corporation the annualregistration fee herein imposed. In any year in which a corporation's annualregistration fee due date is extended pursuant to subsection A, the annualregistration fee assessment shall be increased by a prorated amount to coverthe period of extension. A statement of the assessment, when made, shall beforwarded by the clerk of the Commission to the Comptroller and to each suchcorporation.
C. Any domestic or foreign corporation that fails to pay the annualregistration fee herein imposed within the time prescribed shall incur apenalty of 10 percent of the annual registration fee, or $10, whichever isgreater, which shall be added to the amount of the annual registration feedue. The penalty shall be in addition to any other penalty or liabilityimposed by law.
D. The fees paid into the state treasury under this section shall be setaside as a special fund to be used only by the Commission as it deemsnecessary to defray all costs of staffing, maintaining and operating theoffice of the clerk of the Commission, together with all other costs incurredby the Commission in supervising, implementing and administering theprovisions of Part 5 (§ 8.9A-501 et seq.) of Title 8.9A, this title, exceptfor Chapters 5 (§ 13.1-501 et seq.) and 8 (§ 13.1-557 et seq.) and Article 6(§ 55-142.1 et seq.) of Chapter 6 of Title 55, provided that one-half of thefees collected shall be credited to the general fund. The excess of feescollected over the projected costs of administration in the next fiscal yearshall be paid into the general fund prior to the close of the fiscal year.
(1988, c. 405; 1991, c. 311; 1997, c. 216; 2005, c. 765; 2010, c. 753.)