Annual Reports

What is an annual report, and who needs to file one?

When does the Commission furnish the annual report, and when is it due?

What happens if a corporation fails to file its annual report?

Does a corporation need to file an annual report if there are no changes to the prior year’s report?

How much does it cost to file an annual report?

Who can sign the annual report?

Does the annual report need to list all of the corporation’s directors and officers?

Are separate entries on the annual report required for an individual who is both a director and an officer of the corporation?

Does the home address of directors and officers need to be listed?

What if the corporation’s principal office address is not listed on the annual report?

Can the principal office address be a post office box?

What if the annual report of a foreign corporation shows its former name?

What if the number of shares a foreign corporation is authorized to issue is incorrect as shown on the annual report?

Can an annual report be amended?

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

What is an annual report, and who needs to file one?

Every Virginia corporation and every foreign corporation that has a certificate of authority to transact business in Virginia is required, by law, to file an annual report with the State Corporation Commission each year after the year in which is was incorporated or registered. No other business entity type is required or permitted to file an annual report with the Commission.

The annual report is on a form prescribed and furnished by the Commission. It is pre-populated with the following information about the corporation from the Commission’s records:

• The corporation’s name and its SCC ID number;
• The state or country under whose laws it is incorporated;
• The name of its registered agent and the address of its registered office in Virginia;
• The number of shares it is authorized to issue;
• The address of its principal office; and
• The names, titles and addresses of the corporation’s directors and principal officers.

The annual report is used to change and update the Commission’s records regarding the corporation’s principal office address and the names, titles and addresses of its directors and principal officers. No other information on the annual report can be adjusted by making changes on the report; however, some information can be changed through an additional filing with the Commission. For example, if a corporation wants to change its Virginia registered agent or registered office, it would need to complete and file a statement of change. Also, if a foreign corporation has changed its name or the number of shares it is authorized to issue, it needs to file an authenticated copy of the amendment that effected the change in the corporation’s home state.

When does the Commission furnish the annual report, and when is it due?

Each year after the year of incorporation or registration to transact business in Virginia, the Commission prepares the corporation’s annual report, using information on its records as of the first day of the second month preceding the month in which it was incorporated or registered to transact business in Virginia. The annual report is sent to the corporation’s registered agent in Virginia, who is responsible for forwarding it to the corporation.

The annual report is due on or before the last day of the month in which the corporation was incorporated or registered to transact business in Virginia. Note: When the last day of the month falls on a weekend or holiday, the corporation’s annual report needs to be received by the Commission on or before the last business day of that month.

What happens if a corporation fails to file its annual report?

If a corporation fails to file its annual report by its due date, the corporation will not be in good standing in Virginia and the Commission’s records will reflect this change in status. If a corporation fails to file its annual report by the last day of the fourth month following the month in which it was incorporated or, in the case of a foreign corporation, registered to transact business in Virginia, the corporation’s existence or certificate of authority to transact business in Virginia is automatically terminated or revoked, as the case may be.

Does a corporation need to file an annual report if there are no changes to the prior year’s report?

Yes.

How much does it cost to file an annual report?

There is no fee associated with the filing of an annual report.

Who can sign the annual report?

An individual who is listed in the annual report as a current director or officer must sign the annual report on behalf of the corporation. Former directors and officers are not authorized to sign the annual report.

Does the annual report need to list all of the corporation’s directors and officers?

All of the corporation’s directors must be listed on the annual report. The only officers that must be listed, however, are the principal officers of the corporation (e.g., president, vice president, treasurer and secretary).

If the annual report is submitted in paper for filing, additional pages may be included to list all required directors and officers. Next year’s annual report, if produced on paper, however, will only be pre-populated with the first five individuals listed in this year’s annual report.

The annual report may also be submitted electronically through SCC eFile. An advantage of using SCC eFile is that all directors and officers listed in the previous annual report will be listed in the following year’s report, so there will be no need to re-enter existing director and officer information, unless it has changed.

Are separate entries on the annual report required for an individual who is both a director and an officer of the corporation?

No. The annual report allows a corporation to indicate that the individual is serving as both a director and an officer.

Does the home address of directors and officers need to be listed?

No. A home address is not required. A valid mailing address, however, is required.

What if the corporation’s principal office address is not listed on the annual report?

A current principal office address must be set forth on the annual report. For a corporation filing its first annual report, the principal office address is often blank and must be filled in before the annual report can be accepted for filing.

Can the principal office address be a post office box?

Yes.

What if the annual report of a foreign corporation shows its former name?

When a foreign corporation has changed its name, it needs to file with the Commission a duly authenticated copy of the instrument of amendment that effected the name change. The duly authenticated copy must be obtained from the secretary of state or other official having custody of corporate records in the state or other jurisdiction under whose laws the corporation is incorporated. The copy will include a certificate by the official that indicates it is a “true and correct” copy of the instrument on file, or words to that effect.

In addition, the authenticated copy of the amendment must be submitted with a completed form SCC760/922.

What if the number of shares a foreign corporation is authorized to issue is incorrect as shown on the annual report?

If a foreign corporation has changed the number of shares it is authorized to issue, it needs to file with the Commission a duly authenticated copy of the instrument of amendment that effected the stock change. The duly authenticated copy must be obtained from the secretary of state or other official having custody of corporate records in the state or other jurisdiction under whose laws the corporation is incorporated. The copy will include a certificate by the official that indicates it is a “true and correct” copy of the instrument on file, or words to that effect.

The filing of the instrument of amendment with the Commission may also require payment of an additional entrance fee. Contact the Clerk’s Office for more information.

Can an annual report be amended?

Yes. This is accomplished by filing an additional annual report for a particular year. Note, however, that this will not change the issuance or due date of the corporation’s annual report for the following year.