Amend or Close a Virginia LLC or Corporation

Common Virginia amendments

Name changes, a switch from member-managed to manager-managed (if the articles mention it), and corporate share increases are the usual reasons. Each is a $25 filing (§§ 13.1-1005, 13.1-616), and a share increase also pays the difference in charter fee. If you change the name, update the EIN record with the IRS and your assumed name certificates, which list the old legal name.

Changing only the registered agent or office does not need an amendment; that is a statement of change.

Source: law.lis.virginia.gov

Closing an LLC the right way

Winding up comes first: collect assets, pay or provide for debts, and distribute what remains. Then the LLC files articles of cancellation stating that winding up is complete (§ 13.1-1050), for $25. Letting the company be canceled for nonpayment is not the same thing; the members become trustees in liquidation with the same winding-up duties (§ 13.1-1050.2(C)), and creditors' claims survive (§ 13.1-1050.5).

Corporations file articles of dissolution ($10), wind up, and then file articles of termination ($10).

Source: law.lis.virginia.gov

Raising authorized shares costs only the difference

When a Virginia stock corporation amends its articles to authorize more shares, it pays the $25 amendment fee plus the gap between the charter fee it already paid and the charter fee the new share count would have cost at formation (§ 13.1-615.1(C)). A company that formed with 25,000 shares paid $50 in charter fee. Moving to 100,000 shares would have cost $200 at formation, so the amendment costs $25 plus $150. Once a company passes 1,000,000 shares the charter fee stops at $2,500 total.

Remember that more authorized shares can also raise the annual registration fee, which rises $15 for each 5,000 shares above the first 5,000 and tops out at $850. Price both numbers before you amend.

Source: law.lis.virginia.gov

Converting instead of closing

An LLC that has outgrown its structure does not have to dissolve and start over. Virginia lets an LLC convert to a corporation for a $25 filing fee plus the charter fee for the shares the new corporation authorizes (§ 13.1-1005). The company keeps its history, its contracts and usually its bank relationship. A foreign LLC that is leaving Virginia files a certificate of cancellation of its registration for $25; a foreign corporation files a certificate of withdrawal for $10.

Source: law.lis.virginia.gov