Agency 5. State Corporation Commission, Clerk's Office
- Preface
VAC AGENCY NO. 5
STATE CORPORATION COMMISSION, CLERK'S OFFICE
AGENCY SUMMARY
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 an assumed or fictitious name must file a certificate in the office of the clerk of the commission. 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 that 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, First Floor, Tyler Building, 1300 East Main Street, Richmond, VA 23219 and at the commission's Internet address: https://www.scc.virginia.gov/businesses/ucc/.
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, First Floor, Tyler Building, 1300 East Main Street, Richmond, VA 23219. Internet address: https://www.scc.virginia.gov/case-information/.
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. 7/2025
- Chapter 10
- State Corporation Commission Rules of Practice and Procedure [Repealed]Read all
- Section 10
- [Repealed]
- Chapter 20
- State Corporation Commission Rules of Practice and ProcedureRead all
- Part I
- General Provisions
- Section 10
- Applicability
- Section 20
- Good Faith Pleading and Practice
- Section 30
- Counsel
- Section 40
- Photographs and Broadcasting of Proceedings
- Section 50
- Consultation by Parties with Commissioners and Hearing Examiners
- Section 60
- Commission Staff
- Section 70
- Informal Complaints
- Part II
- Commencement of Formal Proceedings
- Section 80
- Regulatory Proceedings
- Section 90
- Adjudicatory Proceedings
- Section 100
- Other Proceedings
- Part III
- Procedure in Formal Proceedings
- Section 110
- Motions
- Section 120
- Procedure Before Hearing Examiners
- Section 130
- Amendment of Pleadings
- Section 140
- Filing and Service
- Section 150
- Copies and Format
- Section 160
- Memorandum of Completeness
- Section 170
- Confidential Information
- Section 180
- Official Transcript of Hearing
- Section 190
- Rules of Evidence
- Section 200
- Briefs
- Section 210
- Oral Argument
- Section 220
- Petition for Rehearing or Reconsideration
- Section 230
- Extension of Time
- Part IV
- Discovery and Hearing Preparation Procedures
- Section 240
- Prepared Testimony and Exhibits
- Section 250
- Process, Witnesses, and Production of Documents and Things
- Section 260
- Interrogatories or Requests for Production of Documents and Things
- Section 270
- Hearing Preparation
- Section 280
- Discovery Applicable Only to 5VAC5-20-90 Proceedings
- Chapter 30
- Uniform Commercial Code Filing RulesRead all
- Part I
- General Provisions
- Section 10
- Scope; Severability
- Section 20
- Definitions
- Section 30
- General Filing and Search Requirements
- Section 40
- FeesAnd Payments
- Part II
- UCC Record Requirements
- Section 50
- Acceptance and Refusal of Ucc Records; Continuation Statements
- Part III
- UCC Record Filing and Searches
- Section 60
- Filing and Data Entry Procedures
- Section 70
- Search Requests and Reports
- FORMS
- Forms (5VAC5-30)
- Chapter 40
- Administration of the Office of the Clerk of the CommissionRead all
- Section 10
- Fees to Be Charged by the Commission
- Section 20
- Assessment of Limited Liability Companies
