{"law_id":"766407","section_number":"13.1-1062","catch_line":"Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies","history":"1991, c. 168; 1995, c. 621; 2001, c. 545; 2002, c. 1; 2006, c. 748; 2010, c. 703; 2013, c. 17.","order_by":null,"metadata":false,"court_decisions":{},"official_url":"http:\/\/law.lis.virginia.gov\/vacode\/13.1-1062\/","refers_to":[{"id":"793338","section_number":"13.1-1005","catch_line":"Fees","url":"\/13.1-1005\/"},{"id":"787615","section_number":"13.1-775.1","catch_line":"Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely","url":"\/13.1-775.1\/"}],"url":"\/13.1-1062\/","token":"13.1\/12\/11\/13.1-1062","structure":{"1":{"id":"1442","name":"Annual Registration Fees","identifier":"11","label":"article","url":"\/13.1\/12\/11\/"},"2":{"id":"318","name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","url":"\/13.1\/12\/"},"3":{"id":"43","name":"Corporations","identifier":"13.1","label":"title","url":"\/13.1\/"}},"referred_to_by":false,"edition_id":"11","section_id":"766407","structure_id":"1442","full_text":"A Each domestic limited liability company and each foreign limited liability company registered to transact business in the Commonwealth shall pay into the state treasury on or before the last day of the twelfth month next succeeding the month in which it was organized or registered to transact business in the Commonwealth, and by such date in each year thereafter, an annual registration fee of $ 50, provided that the initial annual registration fee to be paid by a domestic limited liability company created by entity conversion shall be due in the year after the calendar year in which it converted.The annual registration fee shall be imposed irrespective of any specific license tax or other tax or fee imposed by law upon the limited liability company for the privilege of carrying on its business in the Commonwealth or upon its franchise, property or receipts.\r\rB Each year, the Commission shall ascertain from its records each domestic limited liability company and each foreign limited liability company registered to transact business in the Commonwealth as of the first day of the second month next preceding the month in which it was organized or registered to transact business in the Commonwealth, and, except as provided in subsection A, shall assess against each such limited liability company the annual registration fee herein imposed.\r\rC At the discretion of the Commission, the annual registration fee due date for a limited liability company may be extended, on a monthly basis for a period of not less than one month nor more than 11 months, at the request of its registered agent of record or as may be necessary to distribute annual registration fee due dates of limited liability companies as equally as practicable throughout the year on a monthly basis.\r\rD A statement of the assessment, when made, shall be forwarded by the clerk of the Commission to the Comptroller and to each domestic and foreign limited liability company.\r\rE Any domestic limited liability company that has ceased to exist in the Commonwealth because of the issuance of a certificate of cancellation of existence, certificate of organization surrender, or certificate of entity conversion, or any foreign limited liability company that has obtained a certificate of cancellation, effective on or before its annual registration fee due date pursuant to subsection A in any year, shall not be required to pay the annual registration fee for that year. Any domestic or foreign limited liability company that has merged, effective on or before its annual registration fee due date pursuant to subsection A in any year, into a surviving domestic or foreign corporation, limited liability company, business trust, limited partnership, or partnership that files with the Commission an authenticated copy of the instrument of merger on or before such date, shall not be required to pay the annual registration fee for that year. Any foreign limited liability company that has converted, effective on or before its annual registration fee due date pursuant to subsection A in any year, to a different entity type that files with the Commission an authenticated copy of the instrument of entity conversion on or before such date, shall not be required to pay the annual registration fee for that year. The Commission shall cancel the annual registration fee assessments specified in this subsection that remain unpaid.\r\rF Registration fee assessments that have been paid shall not be refunded.\r\rG The fees paid into the state treasury under this section and the fees collected under \u00a7 13.1-1005 shall be set aside and paid into the special fund created under \u00a7 13.1-775.1, and shall be used only by the Commission as it deems necessary to defray the costs of the Commission and of the office of the clerk of the Commission in supervising, implementing, administering and enforcing the provisions of this chapter. The projected excess of fees collected over the costs of administration and enforcement so incurred shall be paid into the general fund prior to the close of each fiscal year, based on the unexpended balance of the special fund at the end of the prior fiscal year. An adjustment of this transfer amount to reflect actual fees collected shall occur during the first quarter of the succeeding fiscal year.\r\r","text":{"0":{"id":"2470081","text":"Each domestic limited liability company and each foreign limited liability company registered to transact business in the Commonwealth shall pay into the state treasury on or before the last day of the twelfth month next succeeding the month in which it was organized or registered to transact business in the Commonwealth, and by such date in each year thereafter, an annual registration fee of $ 50, provided that the initial annual registration fee to be paid by a domestic limited liability company created by entity conversion shall be due in the year after the calendar year in which it converted.The annual registration fee shall be imposed irrespective of any specific license tax or other tax or fee imposed by law upon the limited liability company for the privilege of carrying on its business in the Commonwealth or upon its franchise, property or receipts.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1},"1":{"id":"2470082","text":"Each year, the Commission shall ascertain from its records each domestic limited liability company and each foreign limited liability company registered to transact business in the Commonwealth as of the first day of the second month next preceding the month in which it was organized or registered to transact business in the Commonwealth, and, except as provided in subsection A, shall assess against each such limited liability company the annual registration fee herein imposed.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1},"2":{"id":"2470083","text":"At the discretion of the Commission, the annual registration fee due date for a limited liability company may be extended, on a monthly basis for a period of not less than one month nor more than 11 months, at the request of its registered agent of record or as may be necessary to distribute annual registration fee due dates of limited liability companies as equally as practicable throughout the year on a monthly basis.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1},"3":{"id":"2470084","text":"A statement of the assessment, when made, shall be forwarded by the clerk of the Commission to the Comptroller and to each domestic and foreign limited liability company.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1},"4":{"id":"2470085","text":"Any domestic limited liability company that has ceased to exist in the Commonwealth because of the issuance of a certificate of cancellation of existence, certificate of organization surrender, or certificate of entity conversion, or any foreign limited liability company that has obtained a certificate of cancellation, effective on or before its annual registration fee due date pursuant to subsection A in any year, shall not be required to pay the annual registration fee for that year. Any domestic or foreign limited liability company that has merged, effective on or before its annual registration fee due date pursuant to subsection A in any year, into a surviving domestic or foreign corporation, limited liability company, business trust, limited partnership, or partnership that files with the Commission an authenticated copy of the instrument of merger on or before such date, shall not be required to pay the annual registration fee for that year. Any foreign limited liability company that has converted, effective on or before its annual registration fee due date pursuant to subsection A in any year, to a different entity type that files with the Commission an authenticated copy of the instrument of entity conversion on or before such date, shall not be required to pay the annual registration fee for that year. The Commission shall cancel the annual registration fee assessments specified in this subsection that remain unpaid.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1},"5":{"id":"2470086","text":"Registration fee assessments that have been paid shall not be refunded.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1},"6":{"id":"2470087","text":"The fees paid into the state treasury under this section and the fees collected under \u00a7 13.1-1005 shall be set aside and paid into the special fund created under \u00a7 13.1-775.1, and shall be used only by the Commission as it deems necessary to defray the costs of the Commission and of the office of the clerk of the Commission in supervising, implementing, administering and enforcing the provisions of this chapter. The projected excess of fees collected over the costs of administration and enforcement so incurred shall be paid into the general fund prior to the close of each fiscal year, based on the unexpended balance of the special fund at the end of the prior fiscal year. An adjustment of this transfer amount to reflect actual fees collected shall occur during the first quarter of the succeeding fiscal year.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1}},"ancestry":{"1":{"id":"1442","name":"Annual Registration Fees","identifier":"11","label":"article","url":"\/13.1\/12\/11\/"},"2":{"id":"318","name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","url":"\/13.1\/12\/"},"3":{"id":"43","name":"Corporations","identifier":"13.1","label":"title","url":"\/13.1\/"}},"structure_contents":{"0":{"id":"766765","structure_id":"1442","section_number":"13.1-1061","catch_line":"Annual registration fees to be assessed and collected by Commission; application of payment","url":"\/13.1-1061\/","token":"13.1\/12\/11\/13.1-1061"},"1":{"id":"766407","structure_id":"1442","section_number":"13.1-1062","catch_line":"Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies","url":"\/13.1-1062\/","token":"13.1\/12\/11\/13.1-1062"},"2":{"id":"777675","structure_id":"1442","section_number":"13.1-1063","catch_line":"Repealed","url":"\/13.1-1063\/","token":"13.1\/12\/11\/13.1-1063"},"3":{"id":"784076","structure_id":"1442","section_number":"13.1-1064","catch_line":"Penalty for failure to timely pay annual registration fees","url":"\/13.1-1064\/","token":"13.1\/12\/11\/13.1-1064"},"4":{"id":"782821","structure_id":"1442","section_number":"13.1-1065","catch_line":"Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds","url":"\/13.1-1065\/","token":"13.1\/12\/11\/13.1-1065"},"5":{"id":"767069","structure_id":"1442","section_number":"13.1-1066","catch_line":"Collection of unpaid bills for annual registration fees","url":"\/13.1-1066\/","token":"13.1\/12\/11\/13.1-1066"}},"previous_section":{"id":"766765","structure_id":"1442","section_number":"13.1-1061","catch_line":"Annual registration fees to be assessed and collected by Commission; application of payment","url":"\/13.1-1061\/","token":"13.1\/12\/11\/13.1-1061"},"next_section":{"id":"777675","structure_id":"1442","section_number":"13.1-1063","catch_line":"Repealed","url":"\/13.1-1063\/","token":"13.1\/12\/11\/13.1-1063"},"references":[{"id":"784076","section_number":"13.1-1064","catch_line":"Penalty for failure to timely pay annual registration fees","url":"\/13.1-1064\/"}],"formats":{"txt":"\/13.1-1062.txt","json":"\/13.1-1062.json","xml":"\/13.1-1062.xml"},"dublin_core":{"Title":"Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1062","Relation":"Code of Virginia"},"plain_text":"                                 CODE OF VIRGINIA\n\nASSESSMENT OF ANNUAL REGISTRATION FEES; ANNUAL REGISTRATION FEES TO BE PAID BY\nDOMESTIC AND FOREIGN LIMITED LIABILITY COMPANIES (\u00a7 13.1-1062)\n\nA. Each domestic limited liability company and each foreign limited liability\ncompany registered to transact business in the Commonwealth shall pay into the\nstate treasury on or before the last day of the twelfth month next succeeding\nthe month in which it was organized or registered to transact business in the\nCommonwealth, and by such date in each year thereafter, an annual registration\nfee of $ 50, provided that the initial annual registration fee to be paid by a\ndomestic limited liability company created by entity conversion shall be due in\nthe year after the calendar year in which it converted.The annual registration\nfee shall be imposed irrespective of any specific license tax or other tax or\nfee imposed by law upon the limited liability company for the privilege of\ncarrying on its business in the Commonwealth or upon its franchise, property or\nreceipts.\n\nB. Each year, the Commission shall ascertain from its records each domestic\nlimited liability company and each foreign limited liability company registered\nto transact business in the Commonwealth as of the first day of the second month\nnext preceding the month in which it was organized or registered to transact\nbusiness in the Commonwealth, and, except as provided in subsection A, shall\nassess against each such limited liability company the annual registration fee\nherein imposed.\n\nC. At the discretion of the Commission, the annual registration fee due date for\na limited liability company may be extended, on a monthly basis for a period of\nnot less than one month nor more than 11 months, at the request of its\nregistered agent of record or as may be necessary to distribute annual\nregistration fee due dates of limited liability companies as equally as\npracticable throughout the year on a monthly basis.\n\nD. A statement of the assessment, when made, shall be forwarded by the clerk of\nthe Commission to the Comptroller and to each domestic and foreign limited\nliability company.\n\nE. Any domestic limited liability company that has ceased to exist in the\nCommonwealth because of the issuance of a certificate of cancellation of\nexistence, certificate of organization surrender, or certificate of entity\nconversion, or any foreign limited liability company that has obtained a\ncertificate of cancellation, effective on or before its annual registration fee\ndue date pursuant to subsection A in any year, shall not be required to pay the\nannual registration fee for that year. Any domestic or foreign limited liability\ncompany that has merged, effective on or before its annual registration fee due\ndate pursuant to subsection A in any year, into a surviving domestic or foreign\ncorporation, limited liability company, business trust, limited partnership, or\npartnership that files with the Commission an authenticated copy of the\ninstrument of merger on or before such date, shall not be required to pay the\nannual registration fee for that year. Any foreign limited liability company\nthat has converted, effective on or before its annual registration fee due date\npursuant to subsection A in any year, to a different entity type that files with\nthe Commission an authenticated copy of the instrument of entity conversion on\nor before such date, shall not be required to pay the annual registration fee\nfor that year. The Commission shall cancel the annual registration fee\nassessments specified in this subsection that remain unpaid.\n\nF. Registration fee assessments that have been paid shall not be refunded.\n\nG. The fees paid into the state treasury under this section and the fees\ncollected under \u00a7 13.1-1005 shall be set aside and paid into the special fund\ncreated under \u00a7 13.1-775.1, and shall be used only by the Commission as it\ndeems necessary to defray the costs of the Commission and of the office of the\nclerk of the Commission in supervising, implementing, administering and\nenforcing the provisions of this chapter. The projected excess of fees collected\nover the costs of administration and enforcement so incurred shall be paid into\nthe general fund prior to the close of each fiscal year, based on the unexpended\nbalance of the special fund at the end of the prior fiscal year. An adjustment\nof this transfer amount to reflect actual fees collected shall occur during the\nfirst quarter of the succeeding fiscal year.\n\nHISTORY: 1991, c. 168; 1995, c. 621; 2001, c. 545; 2002, c. 1; 2006, c. 748;\n2010, c. 703; 2013, c. 17."}