Short answer
A canceled Virginia LLC is one whose existence has ended. One cause the Code makes automatic is an unpaid annual registration fee. Under Code of Virginia § 13.1-1050.2, the LLC is automatically canceled if the fee is still unpaid on the last day of the third month after its due date. Under § 13.1-1050.4, the LLC can apply for reinstatement within five years. It pays a $100 reinstatement fee plus the unpaid fees and penalties.
Key takeaways
- Every Virginia LLC pays an annual registration fee of $50 under § 13.1-1062. The fee is due by the last day of the twelfth month after the month the LLC was organized, and by that date each year after.
- A late fee adds a $25 penalty under § 13.1-1064. If the fee is still unpaid on the last day of the third month after the due date, § 13.1-1050.2 says the LLC’s existence “shall be automatically canceled as of that day.”
- An LLC can also be canceled if its registered agent resigns and it does not appoint a new one in time. The State Corporation Commission can also cancel an LLC by order under § 13.1-1050.3.
- Under § 13.1-1050.4, a canceled LLC “may apply to the Commission for reinstatement within five years thereafter,” with a few exceptions. The application needs a $100 reinstatement fee and all annual registration fees and penalties.
- Once reinstated, the LLC’s existence “shall be deemed to have continued from the date of the cancellation as if cancellation had never occurred.”
- The Commission’s guidance page says annual fee notices are mailed to the registered office. A Virginia LLC must keep that registered office in Virginia, along with a registered agent.
What canceled status means for a Virginia LLC
In Virginia, the State Corporation Commission (SCC) keeps the records for LLCs. The law for LLCs is the Virginia Limited Liability Company Act, in Chapter 12 of Title 13.1 of the Code of Virginia. When that Act says an LLC is canceled, it means the LLC’s existence has ended.
The fee rule is in Section 13.1-1050.2(A), which says: “if any limited liability company fails to pay its annual registration fee on or before the last day of the third month immediately following its annual registration fee due date each year, the existence of the limited liability company shall be automatically canceled as of that day.” No hearing is needed. The same subsection says the rule applies “Whether or not the notice described in subsection B of § 13.1-1064 is mailed.”
The Act has other ways an LLC’s existence can end. Three of them are below. Section 13.1-1050.2(B) covers an LLC whose registered agent resigned and was not replaced in time. Section 13.1-1050.3 lets the Commission cancel an LLC by order, after giving it a chance to be heard. The grounds include failing to keep a registered office or registered agent in Virginia, and failing to file a required document. Finally, the owners can close the LLC themselves by filing articles of cancellation under § 13.1-1050. Section 13.1-1005 sets the fee for articles of cancellation at $25.
A canceled LLC is not simply erased. Section 13.1-1050.2(C) says its properties and affairs pass to its managers, or to its members if the members manage it, “as trustees in liquidation.” Those trustees collect the assets, pay the debts, and distribute what is left. Section 13.1-1050.2(D) adds that no member or manager has “any personal obligation” for the LLC’s debts “solely by reason of the cancellation.” Section 13.1-1050.5 says a cancellation does not “take away or impair any remedy” for a claim that existed before it.
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How to check if your Virginia LLC is active
The SCC’s reinstatement FAQ tells you to “Complete a Business Entity Search in CIS to view the current status of your business.” CIS is the Clerk’s Information System, the Commission’s online filing system. The FAQ says “A business can be either Active, Pending Active, Pending Inactive, or Inactive.”
A canceled LLC falls under Inactive in that list. The FAQ says that for an Inactive business, “The Reason for Status will let you know if you can reinstate.” For a Pending Inactive business, it says the Reason for Status “will let you know what actions you can take to avoid termination or cancellation.” The FAQ does not print the exact reason wording you will see on the record.
The same FAQ gives examples of why the SCC may terminate or cancel a business. For an LLC, two of the examples apply: “You did not pay registration fees” and “Your registered agent resigned, and you did not file a statement of change appointing a new registered agent.” The third example is a missing annual report, which the FAQ lists for corporations.
| Status in the SCC’s list | What the SCC’s FAQ says about it |
|---|---|
| Active | Listed as one of the four statuses. The FAQ gives no further detail. |
| Pending Active | Listed as one of the four statuses. The FAQ gives no further detail. |
| Pending Inactive | The Reason for Status shows what you can do “to avoid termination or cancellation.” |
| Inactive | The Reason for Status shows “if you can reinstate.” The FAQ also says there is “a 5-year period during which an inactive entity can reinstate.” |
From the SCC’s Reinstatements FAQ page. See the note at the end of this guide about how we read the SCC pages.
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The annual registration fee and the cancellation clock
Section 13.1-1062(A) sets the yearly payment. Every Virginia LLC must pay “an annual registration fee of $50.” The fee is due “on or before the last day of the twelfth month next succeeding the month in which it was organized,” and by that date in each year after. So an LLC formed in March owes its fee by the end of March each year, starting the year after it was formed.
The Commission sets up the bill ahead of time. Section 13.1-1062(B) says the Commission makes the assessment as of the first day of the second month before the month the LLC was organized. Section 13.1-1062(D) says a statement of the assessment is forwarded to each LLC. Section 13.1-1062(C) lets the Commission move an LLC’s due date by 1 to 11 months, so check the due date on your own record.
Missing the due date starts two things. Section 13.1-1064(A) says the LLC “shall incur a penalty of $25,” added to the fee. Section 13.1-1064(B) says the Commission “shall mail” the LLC “a notice of assessment of the penalty imposed herein and of the impending cancellation of its existence.” If the fee is still unpaid at the end of the third month after the due date, the LLC is canceled under § 13.1-1050.2(A).
| Step | Example date for an LLC organized in March 2025 | Code section |
|---|---|---|
| Assessment made | As of January 1, 2026 | § 13.1-1062(B) |
| Annual registration fee due ($50) | On or before March 31, 2026 | § 13.1-1062(A) |
| Penalty added ($25) and notice of impending cancellation mailed | After the fee is not paid by March 31, 2026 | § 13.1-1064(A) and (B) |
| Automatic cancellation | As of June 30, 2026, if the fee is still unpaid | § 13.1-1050.2(A) |
| Last chance to apply for reinstatement | Within five years after the cancellation | § 13.1-1050.4(A) |
Our example, worked from the Code of Virginia sections listed, read on October 25, 2026. It assumes the Commission did not move the LLC’s due date under § 13.1-1062(C).
Section 13.1-1062(H) lets the Commission accept prepayment of the annual registration fee for two or three years. Prepaying is one way to make a missed fee less likely.
How to reinstate a canceled Virginia LLC
Section 13.1-1050.4(A) says: “A limited liability company that has ceased to exist may apply to the Commission for reinstatement within five years thereafter.” The section names two exceptions. One is a cancellation ordered because the LLC “Continued to exceed or abuse the authority conferred upon it by law.” The other is a court-ordered dissolution whose decree “contains no provision for reinstatement.” Section 13.1-1050.3(D) adds a third limit. An LLC canceled after a conviction for employing unauthorized workers cannot reinstate for at least one year.
The SCC’s FAQ states the same five-year limit this way: “After 5 years, the Office of the Clerk does not have the authority to reinstate an inactive business entity.” The FAQ says reinstating online through CIS “is the most efficient way.” It also says you can ask the Office of the Clerk for a paper packet.
Section 13.1-1050.4(B) lists what the LLC must give the Commission.
- 1An application for reinstatement, which “may be in the form of a letter,” that includes the identification number the Commission issued to the LLC.
- 2A reinstatement fee of $100.
- 3All annual registration fees and penalties that were due before the cancellation, plus those that would have been assessed up to the date of reinstatement if the LLC had not been canceled.
- 4If the LLC’s name no longer meets the name rules in § 13.1-1012, articles of amendment to change the name, with the filing fee for articles of amendment.
- 5If the registered agent resigned and no new agent was appointed, a statement of change under § 13.1-1016.
| Cost item | Amount in the Code | Code section |
|---|---|---|
| Reinstatement fee | $100 | § 13.1-1050.4(B)(2) |
| Each annual registration fee owed | $50 | § 13.1-1062(A) |
| Penalty for each late annual registration fee | $25 | § 13.1-1064(A) |
| Articles of amendment, only if the name must change | $25 | § 13.1-1005 |
Fees as written in the Code of Virginia, read on October 25, 2026. The amount due for your LLC depends on how many years of fees are unpaid. CIS shows the total when you file.
Reinstatement applies back to the date of cancellation. Section 13.1-1050.4(C) says that once the Commission enters the order, “the existence of the limited liability company shall be deemed to have continued from the date of the cancellation as if cancellation had never occurred.” Liability incurred between the cancellation and the reinstatement “is determined as if cancellation of the limited liability company’s existence had never occurred.” If you plan to sign contracts or go to court while the LLC is canceled, ask a Virginia attorney first.
Other states handle the same problem in different ways. Our guide to reinstating an LLC that is not in good standing compares California, New York, Delaware, Wyoming, Florida, and Washington DC. Our Delaware cancelled status guide explains how Delaware uses the same word for a different rule.
Where the SCC sends the notice: the registered office
Section 13.1-1064(B) says the Commission “shall mail” the notice of impending cancellation to the LLC. That section does not name an address. The SCC’s Maintaining Your Business page does: “Annual notices for registration fees and/or annual reports are mailed to the registered office.”
Every Virginia LLC must have that office. Section 13.1-1015(A) says each LLC “shall continuously maintain in the Commonwealth” a registered office and a registered agent. The registered agent can be, among others, a Virginia resident who is a member or manager of the LLC or a member of the Virginia State Bar. It can also be a corporation, LLC, or registered limited liability partnership authorized to do business in Virginia. In each case the agent’s business office must be the same as the registered office. Section 13.1-1015(A) also allows a Virginia resident officer of the LLC, under conditions.
Section 13.1-1015(B) says: “The sole duty of the registered agent is to forward to the limited liability company or foreign limited liability company at its last known address any process, notice, or demand that is served on the registered agent.” If the registered office is your agent’s office and not yours, a notice mailed there still has to be passed on to you. If the agent does not have your current address, the notice can stop there.
| Address on the record | What the Code says about it | Its role in cancellation |
|---|---|---|
| Registered office | Must be in Virginia and maintained continuously, under § 13.1-1015(A). The agent’s business office must be the same address | The SCC’s guidance page says annual fee notices are mailed here |
| Principal office | Listed in the articles of organization. Section 13.1-1011 says it “may be the same as the registered office, but need not be within the Commonwealth” | None of the cancellation sections we read name this address |
| Your “last known address” with the agent | Section 13.1-1015(B) says the agent forwards notices there | Decides whether a notice served on the agent reaches you |
From Code of Virginia §§ 13.1-1011, 13.1-1015 and 13.1-1064, read on October 25, 2026, and the SCC’s Maintaining Your Business page.
The agent path has its own clock. Under § 13.1-1050.2(B), if the agent resigns and the LLC does not file a statement of change within 31 days, the Commission mails a notice of impending cancellation. If the LLC still has not filed by the last day of the second month after the month of that notice, it is canceled. A statement of change under § 13.1-1016 is how you name a new agent or a new registered office. The fee list in § 13.1-1005 does not include a fee for it. A change of principal office uses a separate statement under § 13.1-1018.1.
How to make sure Virginia notices reach you
Two steps lower the risk of a surprise cancellation. First, confirm your registered office and registered agent are current in CIS. Second, make sure your agent has the address where you actually read mail, because that is where the Code says the agent forwards notices. Our guide to the registered agent address and the business address explains how the two differ.
The principal office can be outside Virginia under § 13.1-1011. save office does not offer a Virginia address or registered agent service. Before you put any address on a state filing, our free address checker shows how USPS classifies it. Our Silicon Valley business address and Los Angeles office address pages describe the business addresses save office offers.
Not legal advice
This guide summarizes the Code of Virginia sections cited here, as read on October 25, 2026. The scc.virginia.gov site did not load for us on October 25, 2026, so we read the two SCC pages cited here in archived copies made in 2026. Check your LLC’s record in CIS, contact the Office of the Clerk about your LLC, and ask a Virginia attorney about contracts or lawsuits during cancellation.
Frequently Asked Questions
Sources & References
Primary sources this guide is based on.
- 1Virginia General Assembly, Legislative Information System · Code of Virginia § 13.1-1050.2, Automatic cancellation of limited liability company existence (accessed October 25, 2026)
- 2Virginia General Assembly, Legislative Information System · Code of Virginia § 13.1-1050.4, Reinstatement of a limited liability company that has ceased to exist (accessed October 25, 2026)
- 3Virginia General Assembly, Legislative Information System · Code of Virginia § 13.1-1050.3, Involuntary cancellation of limited liability company existence (accessed October 25, 2026)
- 4Virginia General Assembly, Legislative Information System · Code of Virginia § 13.1-1062, Annual registration fees (accessed October 25, 2026)
- 5Virginia General Assembly, Legislative Information System · Code of Virginia § 13.1-1064, Penalty for failure to timely pay annual registration fees (accessed October 25, 2026)
- 6Virginia General Assembly, Legislative Information System · Code of Virginia § 13.1-1015, Registered office and registered agent (accessed October 25, 2026)
- 7Virginia General Assembly, Legislative Information System · Code of Virginia § 13.1-1005, Fees (accessed October 25, 2026)
- 8Virginia State Corporation Commission · Reinstatements (Business FAQs) (accessed October 25, 2026)
- 9Virginia State Corporation Commission · Maintaining Your Business (accessed October 25, 2026)
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