Reinstate a Virginia LLC: $100 Plus Unpaid Fees, the 5-Year Window and Name Check

If the State Corporation Commission (SCC) has canceled your Virginia LLC, you can usually bring it back. File Form LLC1050.4P, either online in the SCC Clerk's Information System (CIS) at cis.scc.virginia.gov or with a paper packet, and pay $100 plus all unpaid fees. This works only if the LLC is within five years of becoming inactive. After five years, the Clerk's Office has no authority to reinstate it, and you will need a Virginia attorney to talk through your options.

This guide is informational content, not legal or tax advice. Read the steps below, then confirm every figure with the SCC before you file or pay.

Why a Virginia LLC becomes inactive

Most Virginia LLC cancellations come from one of two problems. Both are set by statute, so it helps to know which one applies to you.

Missed annual registration fee

Virginia LLCs file no annual report. They pay a $50 annual registration fee to the SCC. Under Va. Code 13.1-1050.2, if that fee is not paid by the last day of the third month after its due date, the LLC is canceled automatically. For example, if the fee was due March 31, the LLC is canceled on June 30. If you need the due dates and payment steps, see our Virginia LLC annual fees and registration renewal guide.

Registered agent resigned without a replacement

If the registered agent resigns and no Statement of Change naming a new agent is filed within 31 days, the SCC mails a notice of impending cancellation. The LLC is then canceled automatically on the last day of the second month after the month of that notice.

A corporation can also be terminated for missing its annual report, so the same warning applies to corporations.

Check the status first

Search the entity in Business Entity Search in CIS. The status will read Active, Pending Active, Pending Inactive or Inactive.

• Pending Inactive: the Reason for Status field tells you what to do to avoid cancellation. Act now, because this is the stage where you can still prevent it.
• Inactive: the Reason for Status field tells you whether you can reinstate.

If you believe the cancellation was made in error, write to the Clerk of the Commission at Office of the Clerk, P.O. Box 1197, Richmond, VA 23218, and explain why. A penalty you have already paid is not refunded.

Step by step: how to reinstate

1. Confirm the entity ID and status in CIS. Write down the entity ID and the reason shown. You will need both when you file.
2. Run Name Availability in CIS. Once an entity is inactive, its name can become available to others, so do not assume you can keep it. Run the check before you file. If the name has been taken, the SCC can tell you your options, and you may need a new name. If the name is free but you need time to prepare, the SCC name reservation costs $10 and holds the name for 120 days.
3. Confirm a qualified registered agent. A missing or unqualified agent may be the reason the LLC was canceled, so fix it first. Virginia requires an agent who is a Virginia resident with a Virginia street registered office, available during business hours, and either a member of the Virginia State Bar or a member, manager, officer, trustee or general partner of the entity. An entity cannot be its own agent. For the full requirements, see our Virginia registered agent guide.
4. File Form LLC1050.4P. Pay $100 plus every unpaid annual registration fee and penalty. A foreign LLC, meaning one formed in another state and registered to do business in Virginia, uses Form LLC1056.3P at $100 plus unpaid fees.
5. Keep the SCC confirmation. Save it with your entity records. You will need proof of reinstatement when you deal with banks, tax agencies and contract counterparties.

Fees for other entity types

The table below lists the reinstatement forms and fees the SCC publishes for other entity types. Confirm each figure on the SCC fee pages before you file.

Entity type	Reinstatement form	Fee
Stock corporation	SCC754P	$100 plus unpaid fees
Nonstock corporation	SCC916P	$10 plus unpaid fees
Foreign LLC	LLC1056.3P	$100 plus unpaid fees

The base fee is only part of the bill. Unpaid annual fees and penalties are added, so check the total in CIS before you pay. Do not budget from the base fee alone.

What happens while the LLC is inactive

When an LLC is canceled, its properties and affairs pass automatically to its managers or members as trustees in liquidation. No member or manager is personally liable solely because of the cancellation (Va. Code 13.1-1050.2(C) and (D)).

Whether reinstatement relates back to the cancellation date is a question to ask the SCC and a Virginia attorney. Do not assume an answer, because the answer affects which transactions during the gap are treated as valid.

While the LLC was inactive, anything that depends on an active entity may have lapsed. Check these items:

• Virginia Tax (tax.virginia.gov): confirm that your tax accounts and filings are current.
• Virginia Employment Commission (VEC): confirm the status of any employer account tied to the LLC.
• Your local business license: Virginia has no general statewide business license. The local license is the Business, Professional and Occupational License (BPOL) tax under Va. Code 58.1-3700 et seq. Not every locality levies a general license, and each locality sets its own rates and filing deadlines. Confirm with your city or county Commissioner of the Revenue whether you owe one.
• Banks and contracts: check account signature authority, loan covenants and any contract that requires the LLC to be in good standing.

If you do not want to keep the LLC

If you are closing the business instead of reviving it, file Articles of Cancellation for $25. Our guide to dissolving an LLC in Virginia through the SCC covers that filing and what comes after it.

Keep it from happening again

• Calendar the due date. The $50 annual registration fee is due on the last day of the 12th month after the month the LLC was organized, then every year. The SCC assesses the fee about two months ahead, but the due date is yours to track. A late payment adds a $25 penalty.
• Make sure your agent forwards notices. Ask your registered agent to send you any SCC notice the same day it arrives. A notice of impending cancellation has a short clock.
• Keep the agent current. If your agent changes or resigns, file a Statement of Change naming the new agent within 31 days.

Watch for imitation sites

Be wary of mail and websites that imitate the SCC and charge extra to reinstate. File only through CIS at cis.scc.virginia.gov or directly with the Clerk's Office, and check the SCC's official site at scc.virginia.gov/businesses before you pay anyone.

When to call a professional

A canceled LLC with unpaid taxes, a lapsed registered agent, a name that another business has claimed, or open contracts in its name is a situation for a Virginia attorney. For tax questions, a CPA should review the account balances before you file. This guide is informational content, not legal or tax advice, and it does not replace advice tailored to your facts.