Dissolving a company in Virginia
The state-level facts for closing an LLC or corporation in Virginia: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Virginia LLC
- Dissolution filing
- Articles of Cancellation (Cancel your LLC) (LLC1050) — filed with the Virginia State Corporation Commission, Clerk's Office. (official source)
- Filing fee
- $25 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual registration fee (State Corporation Commission)
- The $50 LLC annual registration fee is assessed each year the LLC remains on the SCC's records; it is due by the last day of the month the LLC was organized or registered. (official source)
- Final state return
- File final Virginia returns for the LLC's tax classification, then notify Virginia Tax of the closure online through the business account or with Form R-3 so the account is marked inactive and no future filings are expected. (official source)
Worth knowing
- Virginia LLCs are 'canceled' (Articles of Cancellation), not 'dissolved' — a different filing path than corporations, which dissolve and then terminate.
- A protected series LLC must cancel each protected series designation (Form LLC1099.12, $25 per series) as part of winding down.
- Reinstatement after cancellation is available via Form LLC1050.4P for $100 plus unpaid fees.
- Unpaid annual registration fees lead to penalties and automatic cancellation by the SCC; automatic cancellation does not erase tax obligations.
Virginia corporation
- Dissolution filing
- Articles of Dissolution (SCC743), then Articles of Termination of Corporate Existence (SCC750) (SCC743 + SCC750) — filed with the Virginia State Corporation Commission, Clerk's Office. (official source)
- Filing fee
- $20 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual registration fee (State Corporation Commission)
- The corporate annual registration fee, based on the number of authorized shares, is assessed each year the corporation remains on the SCC's records; it is due by the last day of the month the corporation was formed or registered. (official source)
- Final state return
- File the final Virginia corporation income tax return, then notify Virginia Tax of the closure online through the business account or with Form R-3 so the account is marked inactive and no future filings are expected. (official source)
Worth knowing
- Dissolution is two steps: SCC743 ($10) dissolves the corporation while it winds up, and SCC750 ($10) terminates corporate existence after business has ceased.
- A corporation that has not issued shares, or issued shares but never started doing business, terminates with a single filing (SCC751, $10).
- A decision to dissolve can be reversed with Articles of Revocation of Dissolution (SCC744, $10).
- Reinstatement after termination is available via Form SCC754P for $100 plus unpaid fees.
- Unpaid annual registration fees can terminate the corporation on the last day of the fourth month after the due date; termination does not erase tax obligations.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.