Virginia charges a stock corporation a $25 filing fee plus a charter fee of $50 for each 25,000 authorized shares or fraction, capped at $2,500 for more than 1,000,000 shares (§§ 13.1-615.1, 13.1-616). Authorized shares also set the yearly fee: $50 for 5,000 shares or fewer, plus $15 per additional 5,000, up to $850. Most small corporations authorize 5,000 or fewer shares.
Code of Virginia § 13.1-615.1Code of Virginia § 13.1-616Code of Virginia § 13.1-775.1Code of Virginia Title 13.1 and SCC Clerk's Office fee and FAQ pages reviewed November 10, 2026. Confirm current fees with the State Corporation Commission before filing.
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Virginia State Corporation Commission
- We track your $50 annual registration fee
- Cited to the Code of Virginia, Title 13.1
- Talk to a filer: (386) 465-3937
The forks in the road.
Charter fee
$50 per 25,000 authorized shares or fraction, with $2,500 for more than 1,000,000 shares (§ 13.1-615.1).
Code of Virginia § 13.1-615.1Examples
1,000 shares: $75 total. 100,000 shares: $225. 1,000,000 shares: $2,025. 10,000,000 shares: $2,525.
Code of Virginia § 13.1-615.1Yearly fee by shares
5,000 or fewer: $50. 25,000: $110. 100,000: $335. Capped at $850 (§ 13.1-775.1).
Code of Virginia § 13.1-775.1Increasing later
Raising authorized shares by amendment costs the $25 amendment fee plus the charter fee on the increase (§ 13.1-616).
Code of Virginia § 13.1-616What to have ready
- Count founder and expected option shares
- Decide whether investors need preferred stock
- Compare charter and yearly fees for each count
- Stay at or under 5,000 if you can
- Put the count in the articles
- Issue no more than you authorized
Virginia Charter Fee and Authorized Shares: Choosing the Number
Virginia Charter Fee and Authorized Shares: Choosing the Number
Virginia LLC and corporation cost calculator
SCC fees (at cost)
$100.00
Our service fee
$149.00
Agent and kit
$199.00
First-year total
$448.00
Next year the SCC assesses an annual registration fee of $50.00, due by the last day of your formation month. Virginia LLCs file no annual report. Online expedite is extra: $50 or $100 next day, $200 same day.
Start with these options0 / 6 complete
How the charter fee scale works
Section 13.1-615.1 charges $50 for each 25,000 authorized shares or fraction. 1 to 25,000 shares: $50. 25,001 to 50,000: $100. 975,001 to 1,000,000: $2,000. More than 1,000,000: a flat $2,500. Add the $25 filing fee under § 13.1-616. A foreign corporation pays an entrance fee on the same scale when it registers.
Because each block is 25,000 shares, there is no state fee saving in authorizing 1,000 shares instead of 25,000 at formation.
Source: law.lis.virginia.gov
The annual fee is where share count hurts
Every year, the SCC counts authorized shares and charges $50 for the first 5,000, plus $15 for each additional 5,000 or fraction, up to $850 (§ 13.1-775.1). 25,000 shares costs $110 a year; 50,000 costs $185. So 5,000 shares is the sweet spot for most closely held corporations: $75 at formation and $50 a year.
Source: law.lis.virginia.gov
Planning for investors
If you expect to issue stock options or bring in investors, authorize enough shares to avoid an early amendment, but not so many that you pay the cap every year. Increasing authorized shares later is an amendment ($25) plus the charter fee measured on the increase. Decreasing them to cut the annual fee works only if the amendment is filed at least two months before the next assessment.
Source: law.lis.virginia.gov
Nonstock corporations
A nonstock corporation has no shares, so it pays a flat $50 charter fee plus the $25 filing fee and a $25 annual registration fee. Many charities and associations use this form.
Source: law.lis.virginia.gov
Virginia law and SCC rules behind this.
| Topic | Virginia rule | Where it comes from |
|---|---|---|
| Charter fee | $50 per 25,000 authorized shares or fraction, with $2,500 for more than 1,000,000 shares (§ 13.1-615.1). | Code of Virginia § 13.1-615.1 |
| Filing fee | $25 for Articles of Incorporation (§ 13.1-616). | Code of Virginia § 13.1-616 |
| Examples | 1,000 shares: $75 total. 100,000 shares: $225. 1,000,000 shares: $2,025. 10,000,000 shares: $2,525. | Code of Virginia § 13.1-615.1 |
| Yearly fee by shares | 5,000 or fewer: $50. 25,000: $110. 100,000: $335. Capped at $850 (§ 13.1-775.1). | Code of Virginia § 13.1-775.1 |
| Increasing later | Raising authorized shares by amendment costs the $25 amendment fee plus the charter fee on the increase (§ 13.1-616). | Code of Virginia § 13.1-616 |
Related Virginia reading.
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
What Virginia owners ask us
In Virginia that would cost $2,525 at formation and the $850 maximum every year.
Code of Virginia § 13.1-775.1No. Virginia's charter fee is based on the number of authorized shares.
Code of Virginia § 13.1-615.1Yes, a flat $50 charter fee plus the $25 filing fee.
Virginia State Corporation CommissionYes. Corp USA prepares and submits your Virginia filing with the State Corporation Commission for you. The state fee is passed through at cost and our service fee is shown separately at checkout, so you never have to work through the state's filing system yourself.
Virginia State Corporation Commission