Administrative Code

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Virginia Administrative Code
Title 5. Corporations

5VAC5. State Corporation Commission, Clerk's Office




The Constitution of Virginia vests in the State Corporation Commission the chartering of domestic corporations and the issuance of certificates of authority to do business in Virginia to foreign corporations and, except as otherwise provided by the Constitution or by statute, the administration of laws for the regulation of corporations. Article IX, Section 2 of the Constitution of Virginia. The statutes provide in detail for the issuance by the commission of certificates of incorporation to domestic stock and nonstock corporations, and of certificates of authority to foreign stock and nonstock corporations. The commission also issues certificates which make effective charter amendments, voluntary dissolution and termination, mergers, share exchanges, conversions and incorporation surrenders of domestic corporations, and domestication and voluntary withdrawal of foreign corporations. In some instances it may, by order, terminate the corporate existence of a domestic corporation or revoke the authority of a foreign corporation. Corporate annual reports must be filed with the commission, and it may require other filings. Code of Virginia, Title 13.1, Chapters 3, 7, 9 and 10.

The commission is responsible for administration of the statutes imposing charter fees on domestic corporations, entrance fees on foreign corporations and annual registration fees on all corporations. Code of Virginia, Title 13.1, Chapters 9 and 10. Corporations doing business under fictitious names must file in the office of the clerk of the commission attested copies of certain certificates required to be filed with clerks of court. Code of Virginia, Title 59.1, Chapter 5. The commission has similar responsibilities with respect to domestic and foreign limited liability companies, business trusts, limited partnerships, and limited liability partnerships. Title 13.1, Chapters 12, 13, and 14; Title 50, Chapters 2.1 and 2.2.

The commission is the central registration office for domestic and foreign partnerships. Code of Virginia, Title 50, Chapters 2.1 and 2.2. The commission is also responsible for implementing the registration provisions of the Virginia Limited Liability Company Act, the Virginia Professional Limited Liability Company Act, and the Virginia Business Trust Act. Code of Virginia, Title 13.1, Chapters 12, 13, and 14.

The commission is designated under the Uniform Commercial Code—Secured Transactions as the central filing office in the Commonwealth for documents which evidence a security interest in personal property securing payment or performance of an obligation and their amendment, assignment, and termination. Code of Virginia, Title 8.9A, Part 5. The commission's UCC filing rules are available at the Clerk's Office on the 1st Floor, Tyler Building, 1300 East Main Street, Richmond, VA 23219 and at the commission's Internet address: (and then click on “Rules and Guidelines” under the heading “UCC or Tax Liens”).

The office of the clerk of the commission is designated as the filing office in Virginia for notices of liens upon personal property for obligations payable to the United States and certificates and notices affecting the liens, if the person against whose interest the lien applies is a corporation or a partnership whose principal executive office is in this Commonwealth. Code of Virginia, Title 55, Chapter 6, Article 6.

The office of the clerk of the commission keeps the docket of commission proceedings, manages its courtrooms, receives pleadings and other documents filed in commission cases, and maintains the commission's computerized case management system. The commission's Rules of Practice and Procedure and most of the business entity forms provided by the Clerk's Office are available at the Clerk's Office on the 1st Floor, Tyler Building, 1300 East Main Street, Richmond, VA 23219. Internet address: .

The clerk of the commission is the statutory custodian of all the records of the commission. When requested, the clerk will make and certify a copy of any publicly available record in the Clerk's Office and furnish and certify publicly available information from the records of the Commission.  § 12.1-19 of the Code of Virginia.

Rev. 09/2018


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