How to Reinstate a Virginia LLC

Why Virginia Would Cancel an LLC

The State Corporation Commission cancels an LLC's existence automatically when the LLC does not pay its annual registration fee, or does not appoint a new registered agent after its agent resigns. The Commission may also cancel an LLC by order, after giving it a chance to be heard, for failing to keep a registered office or agent, failing to file a required document, abusing its authority, or a federal conviction for employing unauthorized aliens.

There is no correction period after a notice for an unpaid annual registration fee: the LLC's existence is canceled automatically on the last day of the third month after the fee's due date, whether or not the Commission mails a notice. If the registered agent resigned, the LLC is canceled if it does not appoint a new agent by the last day of the second month after the month the Commission mails its notice of impending cancellation.

How Long You Have to Reinstate

Virginia allows reinstatement for up to 5 years after the LLC is canceled. An LLC canceled by Commission order for continuing to exceed or abuse its lawful authority cannot use this reinstatement route, and one canceled after a conviction for employing unauthorized aliens must wait at least one year.

After five years the Office of the Clerk has no authority to reinstate the LLC.

How to File

You file an application for reinstatement with the Virginia State Corporation Commission, Office of the Clerk. You can file it online or on paper. Go to Virginia's filing page.

What It Costs

The reinstatement fee is $100.

The LLC must pay every annual registration fee and penalty that was due before cancellation or would have been assessed up to the date of reinstatement. If its registered agent resigned and no new agent was appointed, it must also file a statement of change appointing one.

We have not confirmed whether Virginia requires a tax clearance to reinstate; check with the Virginia State Corporation Commission, Office of the Clerk.

Registered Agent Options

If your LLC's registered agent has changed, resigned or lapsed, ask the filing office named above whether Virginiawants that updated as part of reinstatement. You do not have to buy a service for it: in most states the LLC's owner, or another individual who qualifies, may serve as its registered agent themselves, generally subject to that state's rules on keeping a street address in the state and being available there during normal business hours. A paid service is one option and not the only one. The Virginia registered agent requirements set out what Virginia itself asks.

What Reinstatement Does

Under Virginia's law, a reinstated LLC continues as if it had never been canceled.

If another business has taken the LLC's name in the meantime, the LLC needs a name that is still available to reinstate.

Worth Knowing in Virginia

While the LLC is canceled, its property and affairs pass to its managers (or members, if member-managed) as trustees in liquidation. Virginia law says no member, manager or other agent is personally obligated for the LLC's liabilities solely because its existence was canceled under the automatic cancellation section.

More for Virginia LLCs

• Virginia LLC annual report, to keep the LLC in good standing once it is reinstated.
• Virginia annual report late fee, for what a late report costs before it comes to dissolution.
• Virginia certificate of good standing, to prove the LLC is active again.
• How to dissolve an LLC in Virginia, if you would rather close the LLC properly than reinstate it.
• Annual report deadline finder, to see when the next report is due.