Dissolve a Virginia LLC or corporation

File with the Virginia State Corporation Commission, then a final tax return.

The catch

A corporation signs a statement on its articles of termination that all state tax returns are filed and paid, so square up with Virginia Tax before that last filing.

How to close a company in Virginia

  1. File your final tax return

    Virginia wants $20 for a corporation, $25 for an LLC, and no tax letter from Virginia Tax.

  2. Wind up the business

    Hold the vote your governing documents and Virginia law require. Pay or set aside what you owe, in the order your lawyer advises.

  3. File with the Virginia State Corporation Commission

    LLC: LLC1050, $25. corporation: SCC743, SCC750, $10.

  4. Pick how to file

    Online or by mail. The SCC processes online filings in real time. It gives no time for paper filings.

  5. Check your records

    Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

Facts and sources

Virginia dissolution facts, each with a link to its source
FactWhat we foundSource
Filing office

Virginia State Corporation Commission, Clerk's Office, (804) 371-9733

Virginia State Corporation Commission
corporation: dissolve

SCC743: Articles of Dissolution of a Virginia Stock Corporation

Fee: $10. Step one of two for a corporation that has issued shares and started business. The form and the forms page both list $10.

Full notes

How to file: File online in the SCC Clerk's Information System, or mail to P.O. Box 1197, Richmond, VA 23218 with a check payable to the State Corporation Commission. Couriers deliver to 1300 E. Main St. No added fee online.

Virginia State Corporation CommissionVirginia State Corporation Commission
corporation: terminate

SCC750: Articles of Termination of a Virginia Stock Corporation

Fee: $10. Step two. The SCC guide puts the total for both filings at $20. A corporation that never issued shares or never started business files SCC751 alone for $10.

Full notes

How to file: Same as SCC743. The form has you certify that all state tax returns are filed and all state taxes paid.

Virginia State Corporation CommissionVirginia State Corporation Commission
LLC: cancel

LLC1050: Articles of Cancellation of a Virginia Limited Liability Company

Fee: $25. One filing ends the LLC. The form and the forms page both list $25.

How to file: Same online system, mailing address and courier address as the corporation forms.

Virginia State Corporation CommissionVirginia State Corporation Commission
Tax clearance

No, but corporations certify taxes paid. Virginia Department of Taxation (Virginia Tax).

No certificate from Virginia Tax. A corporation certifies on SCC750 that its state tax returns are filed and its state taxes paid. LLCs make no tax statement.

law.lis.virginia.govVirginia State Corporation Commissionlaw.lis.virginia.govlaw.lis.virginia.govtax.virginia.gov
Before you file
  • Pay all fees and penalties owed to the State Corporation Commission before filing
  • Corporation: file articles of dissolution (SCC743) and then articles of termination (SCC750), or SCC751 alone if no shares were issued or business never started
Full notes
  • Corporation: certify on SCC750 that all state tax returns are filed and all state taxes are paid
  • LLC: wind up, pay or provide for debts, and distribute remaining assets to members before the articles of cancellation
  • Tell Virginia Tax you closed, online or on Form R-3
Virginia State Corporation Commissionlaw.lis.virginia.gov
Reports and final return

A corporation that stopped doing business keeps its legal existence, owes annual registration fees and files annual reports until the certificate of termination is recorded.

Virginia State Corporation Commission
How long it takes

The SCC processes online filings in real time. It gives no time for paper filings.

Virginia State Corporation Commission
Other tax stops
  • Virginia Tax: Tell Virginia Tax you closed, online or with Form R-3, and it marks your account inactive. Help line 804.367.8037
tax.virginia.gov

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a Virginia LLC or corporation?

LLC (LLC1050): $25. corporation (SCC743, SCC750): $10. Fees change, so check the source link before you pay.

Do I need tax clearance to close a Virginia company?

Virginia does not require a tax clearance before you file. A corporation signs a statement on its articles of termination that all state tax returns are filed and paid, so square up with Virginia Tax before that last filing.

Where do I file in Virginia?

File with the Virginia State Corporation Commission, Clerk's Office. You can file online or by mail.

How long does it take to close a company in Virginia?

The SCC processes online filings in real time. It gives no time for paper filings.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.