Virginia Law

A. Generally. The Virginia Retail Sales and Use Tax Act requires every individual, partnership, corporation, etc., desiring to engage in or conduct business as a dealer in Virginia to file an application for Certificate of Registration with the Virginia Department of Taxation. Appropriate application forms are available from the department. A separate application for a Certificate of Registration is required for each place of business located in Virginia.

B. Issuance of Certificate of Registration.

1. Generally. The Department of Taxation will review and approve an application for registration and issue the dealer an official Certificate of Registration without charge for the specific place of business noted in the application. The Certificate of Registration is not transferable and is valid only for the designated dealer and place of business. It must always be displayed conspicuously at the designated place of business.

If a dealer ceases to conduct his business at the place indicated on the Certificate of Registration, the certificate immediately expires. The dealer is required to notify the Department of Taxation in writing within 30 days and return the Certificate of Registration. However, if the dealer wants to relocate his place of business in the state, he must inform the department in writing and return the certificate so a revised certificate can be issued. For successor upon sale of business, see 23VAC10-210-3090; for trustees, etc., see 23VAC10-210-6010; for vending machines, see 23VAC10-210-6040 through 23VAC10-210-6043.

2. Out-of-state dealers. Any person who is liable only for the collection of the use tax may be issued a Certificate of Registration. An out-of-state dealer who is required to obtain a Certificate of Registration for the collection of the use tax only, or if not so required, desires to obtain it as a service to his Virginia customers, should write the Virginia Department of Taxation for an application form. He should include in his letter a description of his business's relationship to Virginia. See also 23VAC10-210-1090.

C. Changes in ownership or corporation structure.

1. If a sole proprietorship or a partnership changes to a corporation, the corporation must apply for and obtain a Certificate of Registration.

2. If a corporation changes to a sole proprietorship or to a partnership, the sole proprietorship or partnership must apply for and obtain a Certificate of Registration.

3. If a partnership adds or drops a partner and the partnership retains the same name and at least one of the original partners, the new partnership is only required to inform the Department of Taxation of the names of all partners under the change. If only the name of the partnership changes, a revised Certificate of Registration will be issued. If none of the partners in the old partnership remains a partner in the new partnership, the new partnership must apply for and obtain a Certificate of Registration.

4. If a partnership becomes a sole proprietorship, the proprietor must apply for and obtain a Certificate of Registration.

5. If a sole proprietorship becomes a partnership, the partnership must apply for and obtain a Certificate of Registration.

6. If a corporation changes its name without change in corporate structure, a revised Certificate of Registration will be issued.

7. If a subsidiary corporation which is a registered Virginia dealer consolidates with its parent corporation which is not a registered Virginia dealer, and the parent corporation continues the Virginia place of business in the parent corporation's name, the parent corporation must apply for and obtain a Certificate of Registration.

8. If a parent corporation which is a registered Virginia dealer forms a subsidiary corporation, and transfers to the subsidiary corporation a Virginia place of business, the subsidiary corporation must apply for and obtain a Certificate of Registration.

9. If corporation "A" which is a registered Virginia dealer merges with corporation "B" which is not a registered Virginia dealer, and corporation "B" (the surviving corporation) continues the Virginia place of business in "B's" name, corporation "B" must apply for and obtain a Certificate of Registration.

10. If corporation "A" and corporation "B" are both registered Virginia dealers, and they form corporation "C," which continues the Virginia place or places of business, corporation "C" must apply for and obtain a Certificate of Registration for each place of business.

11. If corporation "A" and corporation "B" are both registered Virginia dealers, and they merge into one corporation under a name different from the name of corporation "A" and different from the name of corporation "B," the merged corporation must apply for and obtain a Certificate of Registration for each place of business.

D. Combined and consolidated returns.

1. Combined registration. Any dealer who has two or more business locations for which he/she is required to hold a certificate of registration within the same locality may elect to file a single combined return to report and remit sales and use tax for all locations within that locality. However, this election does not eliminate the requirement that a certificate of registration be obtained for each business location.

2. Consolidated registration. Any dealer who has five or more business locations for which he/she is required to hold a certificate of registration within the state may request permission to file a consolidated return to report and remit sales and use tax for all locations. By electing to file a single consolidated return, a dealer agrees to separately account for and report sales and use tax for each locality in which he has a business location(s) with such return. The election to file a consolidated return does not eliminate the requirement that a certificate of registration be obtained for each business location.

For dealers' returns, see 23VAC10-210-480.