At a Glance

Virginia nonprofits must file an annual report with the State Corporation Commission (SCC) by the last day of their incorporation anniversary month, along with a $25 fee. This report updates corporate information like directors, officers, and addresses—it’s separate from federal tax filings like Form 990. Missing the deadline triggers a $10 penalty and can lead to automatic dissolution after four months.

Introduction

Are you struggling to keep up with your nonprofit annual filing requirements in Virginia? You’re not alone! Many nonprofit leaders find themselves overwhelmed by compliance deadlines, and the consequences can be serious.

For Virginia nonprofits specifically, staying on top of your annual filing requirements means understanding both state and federal obligations. This includes your annual report to the State Corporation Commission (804-371-9733, scc.virginia.gov), state tax filings, and federal requirements like Form 990.

Thankfully, once you understand the system, maintaining compliance becomes much more manageable. This step-by-step guide will walk you through everything you need to know about keeping your existing Virginia nonprofit in good standing. Let’s dive in and make those filing requirements a whole lot less intimidating!

Understanding the Virginia Nonprofit Annual Report

The Virginia nonprofit annual report is a critical compliance document that often causes confusion among organization leaders. Unlike what the name suggests, this filing is not a financial statement or program summary of your nonprofit’s activities.

What the report includes and excludes

The Virginia nonprofit annual report is a formal business filing with the State Corporation Commission (SCC) that keeps your organization’s public information current. This document contains basic corporate information including:

• Your nonprofit’s legal name and SCC identification number
• Complete list of current directors and officers with their addresses
• Name and address of your registered agent in Virginia
• Principal office address of your nonprofit

It’s important to note that certain information cannot be changed via the annual report. These items require separate filings:

• Your nonprofit’s name
• The name or address of your registered agent

A common misconception is that if nothing has changed since your previous filing, you can skip submitting the report. Nevertheless, filing is still required even when all information remains the same.

Why it’s required for all nonprofits

Virginia law mandates annual reports for all nonprofit corporations under Code of Virginia § 13.1-936. This requirement serves several essential purposes:

• Updates corporate records with current information
• Maintains good standing with the state
• Confirms board composition and leadership
• Verifies registered agent details
• Ensures legal compliance for nonprofit operations

The filing comes with a $25 fee and must be submitted by the last day of your anniversary month (the month your organization was incorporated or registered). For example, if your nonprofit was incorporated on April 10th, your annual report deadline would be April 30th of each year.

Failing to file on time has serious consequences. A $10 penalty applies to late payment of the annual registration fee, and if the report and fee remain unpaid on the last day of the fourth month immediately following the due date, your nonprofit’s existence is automatically terminated. This administrative dissolution means your organization would no longer be a legal entity.

Labyrinth, Inc. helps nonprofits track these critical deadlines and manage the submission process, ensuring organizations maintain good standing with state agencies without missing important filing dates.

How it differs from IRS filings

The Virginia nonprofit annual report should not be confused with federal tax filings. These are separate compliance requirements that serve different purposes:

• State filing (Annual Report): Updates your corporate information with Virginia and maintains your legal standing as an entity
• Federal filing (Form 990): Reports financial activities to the IRS to maintain tax-exempt status

While the Virginia annual report focuses on organizational structure and contact information, IRS Form 990 requires detailed financial reporting. Furthermore, the IRS Form 990 is due by the 15th day of the 5th month after your fiscal year ends, whereas your Virginia annual report is tied to your incorporation anniversary month.

Both filings are mandatory for complete nonprofit compliance—state requirements maintain your legal entity status, while federal requirements preserve your tax exemption benefits. Organizations operating across multiple states face additional complexity, as each jurisdiction has its own renewal schedules and reporting requirements that must be carefully coordinated.

Key Filing Deadlines and Requirements

Maintaining compliance requires understanding exactly when your Virginia nonprofit must file and what information you need to provide. Meeting these requirements on time keeps your organization in good standing with state authorities.

How to find your anniversary month

Virginia nonprofits operate under an anniversary-based filing system for annual reports. Your filing deadline falls on the last day of the month in which your organization was originally incorporated or registered to do business in Virginia, as explained in the SCC annual report FAQs and the SCC annual report how-to guide (PDF).

• If incorporated on March 15, your annual report is due by March 31 each year
• If incorporated on June 15, your deadline is June 30
• If incorporated on November 5, your deadline is November 30

Can’t remember when you formed your nonprofit? You can easily determine your anniversary month by searching the Virginia Business Database. Additionally, you may begin filing your annual report up to three months before your deadline, giving you a comfortable window to complete this requirement.

What information you need to submit

To properly complete your Virginia nonprofit annual report, you’ll need to gather several key pieces of information:

• Your nonprofit’s legal name and SCC identification number
• A complete list of current directors and officers, including their names and addresses
• Name and address of your registered agent in Virginia
• Principal office address of your nonprofit
• Updates as needed to the above information where permitted by the annual report

Remember that even if nothing has changed since your last filing, you are still required to submit an annual report. The filing comes with a $25 fee, and late submissions incur an additional $10 penalty.

Separately from your state annual report, nonprofits must file IRS Form 990, 990‑EZ, or 990‑PF with the Internal Revenue Service by the 15th day of the 5th month after your fiscal year ends. Some Virginia processes (such as charitable solicitation registration) may require financial information, but this is separate from the SCC annual report.

Who is responsible for filing

The responsibility for ensuring timely filing falls on your organization’s leadership. An officer or director of your nonprofit can complete and submit the annual report. Original signatures are not required on the forms, but at least one current director or officer must be identified as the person filing the report.

Some nonprofits choose to delegate this responsibility to an authorized third party. This could be someone outside the organization who is hired specifically to handle compliance matters. Many nonprofits use compliance services like Labyrinth to track due dates and handle filings automatically, ensuring they never miss a deadline. We help organize filing details, provide deadline reminders, and manage correspondence with state agencies.

Regardless of who completes the paperwork, ultimately the board of directors bears the responsibility for maintaining the organization’s good standing. Failing to file on time has serious consequences—your nonprofit will be automatically terminated if the report and fee are outstanding on the last day of the fourth month after the due date. Such administrative dissolution would mean your organization is no longer recognized as a legal entity in Virginia.

How to File Your Virginia Nonprofit Annual Report

Filing your Virginia nonprofit annual report doesn’t need to be complicated. The State Corporation Commission (SCC) offers convenient options to help your organization stay compliant with minimal hassle.

Filing online vs. by mail

Virginia offers two primary methods for submitting your nonprofit annual report:

Online Filing: The most efficient option is through the Virginia SCC’s Clerk’s Information System (CIS). This electronic system provides immediate confirmation upon successful submission, eliminating uncertainty about whether your filing was received. There is no separate filing fee to submit online; however, the $25 annual registration fee is still due. The system allows you to either file with no changes or update your organization’s information as permitted.

Mail Filing: If you prefer traditional methods, you can request a paper form through the SCC website or by calling the Clerk’s office at (804) 371-9733. Once completed, mail your form to the Virginia SCC Clerk’s Office. Remember to allow extra time for delivery when using this method.

Step-by-step filing instructions

For online filing:

1. Visit the Virginia SCC’s Clerk’s Information System (CIS) website.
2. Navigate to “Online Services” → “Business Entities” → “Annual Reports”.
3. Create an account if you don’t already have one.
4. Choose either:
   • “File — No Changes” (fastest option when information remains current)
   • “File — With Changes” (when updating directors, officers, or addresses)
5. Enter your nonprofit’s name or SCC ID number.
6. Review the pre-populated information from your SCC records.
7. Make any necessary updates to your principal office address and to your directors and officers information. For guidance, see the SCC annual report FAQs.
8. Electronically sign the report.
9. Submit your completed form.

For mail filing:

1. Request a paper form through the SCC website or by calling (804) 371-9733.
2. Complete all required fields, including your nonprofit’s legal name and SCC ID number, the current directors and officers with addresses, and your principal office address.
3. Have a current director or officer sign the form.
4. Mail the completed form to the Virginia SCC Clerk’s Office.

Common mistakes to avoid

• Outdated officer information: Ensure all director and officer listings are current. Submissions can be rejected if signed by someone not officially listed.
• Missing filing deadlines: Late payment of the annual registration fee incurs a $10 penalty. If your report and fee remain outstanding on the last day of the fourth month after the due date, your nonprofit’s existence is automatically terminated.
• Incorrect filing method selection: When using the online system, select the appropriate filing option—”No Changes” or “With Changes”—based on your situation.
• Attempting unauthorized changes: Remember that certain information cannot be changed via the annual report, including your nonprofit’s name and registered agent details. These require separate filings; see the SCC annual report FAQs.
• Confusing annual report with tax filings: Don’t mix up your Virginia annual report with other requirements like IRS Form 990. These are separate filings with different deadlines.
• Incomplete information: All fields marked with an asterisk (*) must be completed, even if the information hasn’t changed; refer to the SCC How‑To Guide for Annual Reports (PDF).

The SCC provides notice of annual report due dates through its systems; however, you should independently track your deadline to ensure timely filing. See the SCC annual report FAQs for details.

What Happens If You Miss the Deadline

Missing a deadline for your Virginia nonprofit annual filing unleashes a cascade of consequences that can severely impact your organization’s operations and reputation.

Loss of good standing

If you miss your filing deadline, Virginia assesses a $10 penalty on the annual registration fee. If your annual report and fee remain outstanding on the last day of the fourth month immediately following the due date, the SCC automatically terminates the corporation’s existence.

Once your good standing is lost, your organization faces several operational challenges:

• Inability to bring lawsuits in Virginia courts
• Potential exposure to personal liability for directors and officers
• Risk of losing rights to use your organization’s name
• Difficulties with banking transactions and contracts

Impact on grants and donations

Beyond legal complications, a nonprofit’s financial stability often suffers following compliance failures. Grant funding typically takes a significant hit, as many foundations and government agencies exclusively support organizations that maintain full compliance with regulatory requirements.

Moreover, consistently missing deadlines over several years puts your tax-exempt status at risk. Without this status, donors can no longer claim tax deductions for their contributions—a situation that usually damages fundraising capabilities.

Critically, the financial strain extends beyond reduced donations. Without tax-exempt status, your nonprofit might face unexpected tax burdens, including federal and state income taxes on revenue. Property tax exemptions could likewise disappear, substantially increasing your operating expenses.

Reinstatement process overview

Following administrative dissolution, your nonprofit can pursue reinstatement—yet this process involves multiple steps and additional costs. To restore your organization’s status, you must:

• Submit a formal reinstatement application
• File all overdue annual reports
• Pay all accumulated late fees and penalties
• Pay a $10 reinstatement fee

Virginia imposes a strict 5‑year window for reinstatement. After this period expires, the State Corporation Commission loses authority to reinstate your entity, meaning you would need to form an entirely new nonprofit.

Throughout the reinstatement period, your organization remains unable to legally operate, sign contracts, or conduct official business activities. Additionally, directors and officers may face personal liability during this time when the corporate shield is compromised.

Tips to Stay Compliant Every Year

Staying on top of your nonprofit annual filing requirements in Virginia requires a proactive approach. With a few strategic practices and the right support, you can protect your organization from compliance issues throughout the year.

Set up reminders and alerts

Creating a comprehensive compliance calendar is crucial for tracking multiple deadlines simultaneously. Instead of relying solely on the reminder notices sent by the SCC two months before your due date, implement a system that alerts you three months ahead. This provides ample time to gather necessary information without last-minute pressure.

• Digital calendar notifications with multiple advance warnings
• Task management systems that track deadlines across all filing requirements
• Regular quarterly reviews of upcoming compliance obligations

Keep board and agent info updated

Maintaining current information with the State Corporation Commission prevents filing complications. Whenever leadership changes occur within your organization, promptly submit updates rather than waiting for your annual report deadline.

Virginia allows nonprofits to update their principal office address and officer information throughout the year through the SCC’s Clerk’s Information System. Some changes require specific filings, and fees may apply depending on the filing type; see the SCC forms and fees for Virginia nonstock corporations. Similarly, registered agent information can be updated separately from your annual report pursuant to Virginia Code § 13.1‑834. These proactive updates ensure your organization receives important notices and maintains accurate public records.

When updating registered agent information or other corporate details, Labyrinth can handle these update filings as part of our corporate filing services, ensuring proper documentation and compliance with state requirements.

Use professional compliance services for peace of mind

Many Virginia nonprofits turn to professional compliance specialists to handle their annual filing requirements and charitable registrations. Experienced compliance services like Labyrinth typically:

• Track all state and federal deadlines automatically, including annual reports and charitable registration renewals
• Complete and submit necessary paperwork with accuracy and attention to detail
• Provide enhanced privacy by listing their contact information instead of yours
• Offer secure online access to your compliance history and upcoming obligations
• Coordinate renewals across multiple states for organizations with broader operations

Though these services involve additional costs, they offer significant benefits—particularly for organizations with leadership transitions, multi-state operations, or complex compliance requirements. We manage the full renewal process for charitable registrations and help monitor varying renewal dates across different jurisdictions, allowing you to focus on your nonprofit’s mission while ensuring all regulatory obligations are met on time.

Conclusion

Maintaining compliance with your Virginia nonprofit’s annual filing requirements protects everything your organization works toward. Throughout this guide, you’ve learned that staying on top of these obligations goes beyond mere paperwork—it safeguards your legal status and tax-exempt benefits.

Remember, your Virginia annual report deadline falls on the last day of your incorporation anniversary month. Missing this deadline results in a $10 penalty on the annual registration fee, and after four months of non-compliance, your nonprofit faces the serious threat of administrative dissolution. Additionally, federal requirements like Form 990 follow a different timeline but remain equally important for complete compliance.

The good news? Filing your annual report has become remarkably straightforward. You can submit online through the SCC’s Clerk’s Information System or request a paper form if preferred. Either way, maintaining accurate information about your directors, officers, and principal office address ensures smooth processing.

Proactive planning makes all the difference for long-term compliance success. Consider setting up calendar reminders several months before deadlines, keeping your board and agent information consistently updated, and perhaps utilizing professional compliance services for comprehensive deadline management and filing support.

Above all, view these requirements as protection for your nonprofit’s mission rather than bureaucratic hurdles. When you maintain proper compliance, you preserve your ability to serve your community without interruption. Your organization’s good standing unlocks continued access to grants, donations, and the legal protections that allow your important work to flourish.

The effort you invest in understanding and fulfilling these annual requirements today will undoubtedly save your nonprofit from costly complications tomorrow. With the knowledge from this guide, you’re well-equipped to keep your Virginia nonprofit compliant and focused on what matters most—the mission that drives your organization forward.

Frequently Asked Questions