How to Reinstate an LLC in Virginia: Five Years, and No Warning Was Owed to You

Updated August 24, 2026. Quick answer: Virginia is the strictest state in this series at both ends. The cancellation is automatic and the statute says it happens “whether or not” the State Corporation Commission mailed you a notice: for the most common cause, an unpaid annual registration fee, you are owed no warning at all. From the cancellation date you have five years, and the SCC’s own FAQ says that after five years the Clerk’s Office does not have the authority to reinstate. The fee is $100 plus every annual registration fee and penalty that accrued while you were gone. Inside the window, reinstatement is unusually complete: it rewrites even the liability question as if the cancellation never happened.

The cancellation is automatic, and no notice is required

This is the sentence Virginia owners should read twice:

“Whether or not the notice described in subsection B of § 13.1-1064 is mailed, if any limited liability company fails to pay its annual registration fee on or before the last day of the third month immediately following its annual registration fee due date each year, the existence of the limited liability company shall be automatically canceled as of that day.”

Va. Code § 13.1-1050.2(A)

“Whether or not the notice…is mailed.” The Commission’s failure to warn you is not a defence, and there is no discretionary step where a human decides to cancel. Three months and a day after the annual registration fee was due, existence ends by operation of the statute.

Compare the neighbouring subsection: cancellation for a registered agent who resigned and was never replaced does require the Commission to mail a notice before its clock runs. So Virginia owes you a warning for the rarer problem and no warning at all for the common one. If the card on file expired, or the annual registration notice went to an old address, the first symptom is often a bank or a title company telling you the company does not exist.

Five years, and then the Clerk simply cannot help you

“A limited liability company that has ceased to exist may apply to the Commission for reinstatement within five years thereafter, unless the cancellation was by order of the Commission (i) entered pursuant to subdivision A 1 of § 13.1-1050.3 or (ii) entered pursuant to § 13.1-1047 and the circuit court’s decree directing dissolution contains no provision for reinstatement of the existence of the limited liability company.”

Va. Code § 13.1-1050.4(A)

Two categories are excluded regardless of timing: a company cancelled by Commission order for continuing to exceed or abuse the authority conferred on it by law, and a company cancelled under a circuit court’s dissolution decree that made no provision for reinstatement. Everyone else has five years, measured from the date of cancellation rather than from the date you found out.

The Commission states the consequence of missing it in plainer words than the statute does:

“There is a 5-year period during which an inactive entity can reinstate. After 5 years, the Office of the Clerk does not have the authority to reinstate an inactive business entity.”

Virginia State Corporation Commission, Reinstatements FAQ

Not “will not”, but does not have the authority. There is no late application to make and no official to persuade. An LLC that learns in year six is administratively finished, and the only route is forming a new entity with a new formation date.

One more timing rule sits alongside the five years and runs the other direction:

“A limited liability company whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.”

Va. Code § 13.1-1050.3(D)

That is a minimum wait, not a maximum, and it applies to one specific class of Commission-ordered cancellation.

$100, plus everything that would have accrued

“A reinstatement fee of $100;”

Va. Code § 13.1-1050.4(B)(2)

The statute then requires all annual registration fees and penalties that were owed before cancellation, plus those that would have accrued through the reinstatement date, so the arrears keep growing while the company is dead, and the five-year window is also five years of accumulating registration fees. Virginia’s LLC annual registration fee is modest, which is precisely why so many cancellations happen over small money.

If the name is gone, an amendment travels with the application and costs extra:

“If the name of the limited liability company does not comply with the provisions of § 13.1-1012 at the time of reinstatement, articles of amendment to the articles of organization to change the limited liability company’s name to a name that satisfies the provisions of § 13.1-1012 , with the fee required by this chapter for the filing of articles of amendment; and”

Va. Code § 13.1-1050.4(B)(4)

Inside the window, the erasure is unusually complete

“Upon entry of the order, the existence of the limited liability company shall be deemed to have continued from the date of the cancellation as if cancellation had never occurred, and any liability incurred by the limited liability company or a member, manager, or other agent after the cancellation and before the reinstatement is determined as if cancellation of the limited liability company’s existence had never occurred.”

Va. Code § 13.1-1050.4(C)

Most relation-back clauses restore the entity and leave you to argue about what happened while it was gone. Virginia’s addresses the argument directly: liability incurred by the company or by a member, manager or other agent during the gap is determined as though the cancellation never happened. If you kept signing in the company’s name without knowing it had been cancelled, that is the sentence that matters, and it is why reinstating quickly is worth more in Virginia than the $100 suggests.

What you send the Commission

• An application for reinstatement: the Commission accepts it in letter form, and it must carry your SCC entity ID number.
• The $100 reinstatement fee.
• Every annual registration fee and penalty accrued or accruing through reinstatement.
• Articles of amendment, with their own fee, if your name no longer complies.
• A statement of change appointing a registered agent, if the old one resigned and was never replaced.

What this page does not do

• Single-source statutory sourcing. Every Virginia statutory quote is from law.lis.virginia.gov, the Code of Virginia’s own official host. No second mirror was cross-checked, on the view that the official host is the primary source rather than a copy of one.
• The annual registration fee amount is not printed here. The SCC’s reinstatement FAQ carries no dollar figure beyond what the statute sets, and no separately fetchable SCC fee schedule was located this session, so this page does not state the current registration fee or say whether the SCC adds an online-filing charge on top of the statutory $100.
• Article 9 was read; the rest of Chapter 12 was not. §§ 13.1-1046, 13.1-1047, 13.1-1050.2, 13.1-1050.3 and 13.1-1050.4 were read in full. This page does not claim that no other cross-reference to reinstatement exists elsewhere in the Virginia LLC Act.
• It is not legal advice.

Related: what a Virginia LLC costs to keep, how to dissolve a Virginia LLC on purpose, and annual report requirements by state. The other hard-window states in this series: Louisiana (three years), Ohio (two) and Arizona (six).

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.