/Compliance Updates/Virginia Nonprofit Compliance Guide: Formation, Annual Reports, Charity Registration, Taxes, Employment, Gaming, and Dissolution
STATE GUIDE OVERVIEW

Virginia Nonprofit Compliance Guide: Formation, Annual Reports, Charity Registration, Taxes, Employment, Gaming, and Dissolution

SOURCE VERIFIED

Published July 27, 2026 · State research as of July 26, 2026

This overview walks through the systems documented in the Virginia nonprofit compliance guide: nonstock formation and governance under Title 13.1 Chapter 10, the annual report and the separate annual registration fee, charitable-solicitation registration through Evoke, the Virginia sales-tax exemption and its financial tests, employer obligations across three agencies, charitable gaming, and a dissolution process that no single filing completes. It also explains why the guide keeps Virginia's current corporate law and the Act that takes effect on January 1, 2027 in separate entries.

formationgovernancecorporate annual reportcharitable solicitationsales and use taxemploymentcharitable gamingdissolutionstate guide overview
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Key Takeaways

  • An ordinary Virginia nonprofit is a nonstock corporation formed under Title 13.1, Chapter 10 by filing articles of incorporation with the State Corporation Commission. The current total charge is $75, and the $25 document filing fee is only one component of it.
  • SCC acceptance creates a Virginia legal entity and nothing more. It does not produce federal 501(c)(3) recognition, a Virginia sales-tax exemption certificate, charity registration, a local property-tax exemption, or charitable gaming eligibility.
  • Virginia's current Act permits a board of one or more directors. Another state's three-director minimum does not apply here.
  • The SCC annual report carries no filing fee and is due by the last day of the incorporation month. The $25 annual registration fee is a separate obligation that happens to share that due date.
  • A delinquent report or fee has a cure period running to the last day of the fourth month after the due date. After that, domestic existence terminates automatically or foreign authority is revoked.
  • Charitable-solicitation registration is due before soliciting in Virginia, costs $100 initially, and renews on the fifteenth day of the fifth calendar month after fiscal-year end. A December 31 year end is therefore due May 15.
  • The small-charity exemption includes exactly $5,000. The organization must not intend to receive more than $5,000 this calendar year and must not have received more than $5,000 in any of the three preceding calendar years. Once received contributions actually exceed $5,000, registration is due within 30 days.
  • VDACS launched Evoke on March 6, 2026 as the current online charity system. Paper filings remain accepted, so this is not an online-only regime.
  • The Virginia nonprofit sales-and-use-tax exemption requires its own application through Nonprofit Online or Form NP-1. Administrative costs must not exceed 40 percent of gross annual revenue under generally accepted accounting principles.
  • A CPA financial review is required at gross annual revenue of at least $750,000. At gross annual revenue of at least $1.5 million, Virginia Tax may require an audit instead. The audit is discretionary, not automatic, and the two thresholds are separate rules.
  • Employer obligations sit with three different agencies. Virginia Tax handles withholding registration, the Virginia Employment Commission determines unemployment coverage, and the Workers' Compensation Commission requires coverage once the organization has three or more employees.
  • The qualifying § 501(c)(3) unemployment threshold is four or more individuals in employment for some portion of a day in each of 20 different weeks in the current or preceding calendar year. The weeks need not be consecutive and the same individuals need not be employed in every week.
  • Charitable gaming is a separate regulatory system with its own eligibility analysis, and the annual financial report for the preceding calendar year is due March 15.
  • Dissolution starts with internal authorization, continues with a $10 articles of dissolution filing, and then runs through winding up, claims, charitable assets, and separate closures at every agency and locality that holds an account.
  • Chapters 393 and 394 comprehensively revise the Nonstock Corporation Act effective January 1, 2027. Current law and current SCC forms remain operative through December 31, 2026, and the guide never merges the two.

What the Virginia guide covers

The Virginia nonprofit compliance guide organizes 251 structured compliance facts, each traced to official Virginia government sources, into fifteen always-visible sections. It starts with the highest-priority decision points, follows with a compact table of recurring deadlines and key thresholds, and then works through entity classification and formation, governance, the corporate changes that take effect on January 1, 2027, annual SCC compliance, foreign qualification, charitable solicitation, professional fundraising, Virginia income and sales taxes, property tax and local systems, employment and payroll, charitable gaming, lobbying and political activity, specialized operations, and dissolution and closure.

The organizing idea behind the guide is that Virginia keeps a surprising number of these systems legally separate. Corporate existence at the State Corporation Commission, federal 501(c)(3) recognition, Virginia corporation income tax treatment, the Virginia nonprofit sales and use tax exemption, charitable-solicitation registration with the Department of Agriculture and Consumer Services, local property tax exemption, employer accounts at two state agencies, charitable gaming authority, lobbying registration, and campaign-finance status are ten different determinations. Satisfying one of them says nothing about the others, and most of the expensive mistakes a Virginia nonprofit makes come from assuming otherwise.

How SOURCE VERIFIED and VERIFICATION IN PROGRESS work

Every entry in the guide carries one of two labels. SOURCE VERIFIED means the entry was checked against at least one cited official government source, with a recorded evidence summary and a verification date. VERIFICATION IN PROGRESS means the same sourcing work was done but a specific detail is still open, usually because an authenticated filing portal cannot be inspected from outside, or because a locality publishes its own procedure and no statewide answer exists.

Of the 251 Virginia entries, 223 are SOURCE VERIFIED and 28 are VERIFICATION IN PROGRESS. Every entry in the second group stays visible on the page rather than being hidden until it is resolved, and each one states the exact unresolved question alongside wording that is safe to rely on in the meantime. Nothing in the guide is presented as attorney review or as a final legal answer. All 33 entries this overview draws on are themselves SOURCE VERIFIED.

Formation: what $75 buys, and what it does not

An ordinary Virginia nonprofit is a nonstock corporation created under Title 13.1, Chapter 10 by filing articles of incorporation with the SCC Clerk's Office. The articles state the corporate name, whether the corporation has members, the registered office and registered agent, initial directors where the form requires them, and the incorporator's execution, plus any additional lawful provisions the organization wants. The current total formation charge is $75. That total matters, because the $25 document filing fee is frequently quoted on its own and is only one component of the charge.

SCC acceptance produces a Virginia legal entity and stops there. It does not grant federal 501(c)(3) recognition, and the IRS organizational and operational tests remain a separate matter with a separate user fee. Organizations that intend to seek 501(c)(3) recognition should add appropriately limited charitable purposes and restrictions on private benefit, political campaign activity, lobbying, and asset distribution at formation, because the SCC will accept broad lawful-purpose language that does not satisfy the federal organizational test. Fixing that later means paying for an articles amendment.

Governance: one director, not three

Virginia's current Act permits a board of one or more directors, subject to any higher number the articles or bylaws set. This is worth stating plainly because three-director minimums from other states are widely repeated as though they were universal, and they are not Virginia law. What the corporation does need is a completed organizational step: adopting bylaws, electing directors and officers, approving banking and tax actions, authorizing the exemption and charity filings, setting the fiscal year, and documenting all of it. Bylaws themselves are internal records unless another regulator asks for them.

Directors and officers are held to the statutory standards of conduct, which require acting in good faith, in the corporation's best interests, and with the care the Act specifies. The practical consequence is documentary: record what information the board considered and what it was entitled to rely on. The corporation must also maintain a Virginia registered office continuously, at the business office of its registered agent, and keep that SCC record current.

The annual report and the annual fee are two obligations

The SCC annual report is due by the last day of the month in which the corporation was incorporated. The first report is due by the last day of the twelfth month after incorporation and cannot be filed more than three months early. It carries no filing fee at all.

The $25 annual registration fee is a separate assessment and payment obligation. Its due date is aligned with the report's, which is exactly why the two are so often collapsed into one item, but they are distinct compliance objects with distinct consequences. Filing the report does not pay the fee, and paying the fee does not file the report. The guide keeps them in separate entries for that reason.

The four-month cure period, and what happens after it

A delinquent annual report or unpaid annual fee does not terminate the corporation immediately. Virginia gives a cure period running to the last day of the fourth month immediately following the due date. Within that window, filing every delinquent report and paying every unpaid fee and penalty restores the position. The $10 nonstock late payment penalty applies to the fee where relevant.

If the deficiencies are still outstanding when the period closes, domestic corporate existence terminates automatically, or a foreign corporation's certificate of authority is revoked. Both consequences follow from the statute rather than from any notice, so receiving the SCC's impending-termination notice is not a condition of the deadline. Reinstatement after termination is a further, separate process with its own charge.

Foreign nonprofits need authority before transacting business

A nonprofit incorporated elsewhere must obtain a certificate of authority before transacting business in Virginia. That means filing the foreign application with home-jurisdiction information and required evidence, appointing a Virginia registered agent, and paying the total current charge of $75. Foreign authority then carries its own annual report and its own annual registration fee, on the authorization month rather than the incorporation month.

Foreign corporate authority is not the same question as charitable-solicitation registration, and the guide treats them separately throughout. An out-of-state charity that solicits Virginia donors may well need to register with VDACS without that fact resolving whether it is transacting business for SCC purposes.

Charity registration, Evoke, and the exact $5,000 boundary

Registration is due before soliciting contributions in Virginia, unless the organization falls outside the statutory definition or holds an applicable exemption. Initial registration costs $100. Renewal is due on or before the fifteenth day of the fifth calendar month of the next fiscal year, so a calendar-year organization is due May 15, and the annual fee is set by six exact gross-contribution bands. Gross contributions are the metric here, and they are not the same measure as the gross annual revenue used by the sales-tax rules discussed below.

VDACS launched Evoke on March 6, 2026 as the current online system, where an organization creates an account, links an existing entity using its registration code, or starts a first-time application and pays online. Paper filings and check payments remain accepted, so Evoke is the current workflow rather than a mandatory channel. The small-charity exemption is where precision matters most: the organization must not intend to solicit and receive more than $5,000 from the public during the calendar year, and must not have actually received more than $5,000 in any of the three preceding calendar years. Exactly $5,000 is inside the boundary, not outside it. Once received public contributions actually exceed $5,000, registration is due within 30 days.

The Virginia sales-tax exemption and its two financial thresholds

Virginia's nonprofit sales-and-use-tax exemption requires its own application, through Nonprofit Online or Form NP-1, and its own certificate before the organization makes exempt purchases. There is no application fee, and federal exemption on its own is not sufficient. The application also carries a continuing financial test: annual general administrative costs, including salaries and fundraising, must not exceed 40 percent of annual gross revenue, computed under generally accepted accounting principles.

Two further thresholds are frequently merged and should not be. At gross annual revenue of at least $750,000, the organization submits an independent CPA financial review, and exactly $750,000 meets that trigger. At gross annual revenue of at least $1.5 million, Virginia Tax may require an independent CPA audit in place of the review. That second one is discretionary. The statute does not make an audit automatic at $1.5 million, and describing it as automatic overstates the requirement while describing the review as optional understates it.

Employment: three agencies, three separate triggers

A Virginia nonprofit with employees deals with three agencies on three different tests. Virginia Tax handles employer withholding: register online, withhold Virginia income tax, and file and pay on the assigned schedule. Nonprofit status is not a general withholding exemption. The Virginia Employment Commission determines unemployment coverage, and an organization with Virginia employees should use the VEC employer-registration workflow or file the liability report so VEC can make that determination.

The qualifying § 501(c)(3) unemployment threshold deserves stating exactly, because a similar-looking agricultural rule is often misapplied to nonprofits. Covered employment generally arises when the organization has four or more individuals in employment for some portion of a day in each of 20 different weeks in the current or preceding calendar year. The weeks need not be consecutive, and the same individuals need not be employed in every week, subject to the statutory service exclusions. Workers' compensation is a third and separate matter: coverage is required once the organization has three or more employees, and again there is no general nonprofit exemption.

Charitable gaming is its own system

Raffles, bingo, and other charitable gaming are regulated separately from charitable solicitation, and eligibility comes first. Before relying on a permit, a registration, or an exception, the organization has to meet the organizational, purpose, existence, and use-of-proceeds eligibility rules. No fee attaches to that eligibility analysis itself; the fee depends on which gaming route the organization actually uses.

Reporting is date-specific. The annual financial report for the preceding calendar year is due March 15, together with the applicable audit and administration fee. The guide keeps the percentage components of that fee in separate entries, alongside the quarterly report dates and the per-day late penalty, because collapsing them produces a number that no Virginia source states.

Dissolution is a process, not a filing

Closing a Virginia nonprofit begins internally. The board, member, class, and notice approvals required by current law and the governing documents have to be completed before anything is filed, and that internal authorization carries no state fee. The SCC articles of dissolution then cost $10.

Filing that document starts winding up. It does not instantly close every regulatory account, and the guide is deliberate about this: known claims, unknown claims, creditors, donor restrictions and charitable assets, Attorney General or court involvement where restricted property is at stake, the SCC termination filings, and separate final filings for charity registration, tax, payroll, unemployment, gaming, and every locality holding a license or property account are each their own step. Reducing all of that to one filing is the single most common way a Virginia dissolution goes wrong.

Current law through 2026, and the Act that starts on January 1, 2027

The 2026 General Assembly enacted Chapters 393 and 394, a comprehensive revision of the Virginia Nonstock Corporation Act. Those chapters are final law, and they do not govern corporate acts or SCC filings before January 1, 2027. Through December 31, 2026 the current Act and the current SCC forms control. From January 1, 2027 the future-effective Code text governs actions on or after that date.

The guide never merges the two versions and never shows a 2027 rule as currently operative. Entries in the January 1, 2027 section carry an explicit effective-date label for exactly that reason. Because the revision touches definitions, governance, filings, fundamental transactions, foreign corporations, dissolution, and new charitable-asset protections, it has its own companion article listed below.

What remains under verification

The 28 Virginia entries marked VERIFICATION IN PROGRESS cluster in predictable places. Several concern the January 2027 SCC implementation, where the enacted statute is final but the agency had not comprehensively published the future forms, fee table, and portal prompts as of the research date. Others concern authenticated portal behavior that cannot be inspected without an account, such as the exact annual-report correction workflow or the current registration form and payment route for one narrow gaming path.

A third cluster is genuinely local. Virginia's property-tax exemption is constitutional, statutory, and administered locality by locality, and local business-license, solicitation-ordinance, and closure procedures differ materially between jurisdictions. The guide names Richmond, Virginia Beach, Fairfax County, Loudoun County, and Falls Church as bounded examples rather than as statewide procedure, and it says so on each of those entries. Where an answer depends on the address, the honest answer is to check that address, and the guide says that instead of generalizing one city's process across the Commonwealth.

Official Sources

51 official sources back this article.

Agency / Authority Source Accessed URL
Virginia General Assembly / Virginia Law Virginia Nonstock Corporation Act — current and future-effective versions https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/
Virginia State Corporation Commission, Clerk's Office Virginia Nonstock Corporations — Forms and Fees https://www.scc.virginia.gov/businesses/forms-and-fees/virginia-nonstock-corporations/
Virginia State Corporation Commission, Clerk's Office Form SCC819 — Articles of Incorporation of a Virginia Nonstock Corporation https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/start-a-new-business/business-types/scc819.pdf
Virginia General Assembly / Virginia Law Virginia Nonstock Corporation Act — Popular Name Table https://law.lis.virginia.gov/vacodepopularnames/virginia-nonstock-corporation-act/
Internal Revenue Service IRS — The Restriction of Political Campaign Intervention by Section 501(c)(3) Tax-Exempt Organizations https://www.irs.gov/charities-non-profits/charitable-organizations/the-restriction-of-political-campaign-intervention-by-section-501c3-tax-exempt-organizations
Internal Revenue Service IRS — Lobbying https://www.irs.gov/charities-non-profits/lobbying
Virginia General Assembly / Virginia Law Virginia Nonstock Corporation Act — Article 13 dissolution https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/article13/
Virginia General Assembly / Virginia Law Virginia Nonstock Corporation Act — Article 2 filing and charter fees https://law.lis.virginia.gov/vacodefull/title13.1/chapter10/article2/
Virginia Department of Agriculture and Consumer Services, Office of Charitable and Regulatory Programs Form 102 — Registration Statement for a Charitable Organization https://www.vdacs.virginia.gov/pdf/oca102registrationstatement.pdf
Virginia General Assembly 2026 Acts of Assembly, Chapter 393 (HB 439) https://lis.virginia.gov/bill-details/20261/HB439/text/CHAP0393
Virginia General Assembly 2026 Acts of Assembly, Chapter 394 (SB 246) https://lis.virginia.gov/bill-details/20261/SB246/text/CHAP0394
Virginia General Assembly / Virginia Law 2026 Code Updates — Title 13.1 https://law.lis.virginia.gov/vacodeupdates/title13.1/
Virginia General Assembly / Virginia Law Code of Virginia § 13.1-936 — Annual report https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-936/
Virginia State Corporation Commission, Clerk's Office Clerk's Annual Reports FAQ https://www.scc.virginia.gov/businesses/business-faqs/clerks-annual-reports/
Virginia State Corporation Commission, Clerk's Office Virginia SCC Annual Requirements — Corporations https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/business-faqs/annual-registration-fees/an_fee.pdf
Virginia General Assembly / Virginia Law Code of Virginia § 13.1-936.1 — Annual registration fee https://law.lis.virginia.gov/vacodeupdates/title13.1/section13.1-936.1/
Virginia State Corporation Commission, Clerk's Office Annual Registration Fees FAQ https://www.scc.virginia.gov/businesses/business-faqs/annual-registration-fees/
Virginia General Assembly / Virginia Law Code of Virginia § 13.1-914 — Automatic termination of corporate existence https://law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-914/
Virginia State Corporation Commission, Clerk's Office Maintain a Business — Reinstatement and lifecycle guidance https://www.scc.virginia.gov/businesses/maintain-a-business/
Virginia State Corporation Commission, Clerk's Office Foreign Corporations — Forms and Fees https://www.scc.virginia.gov/businesses/forms-and-fees/foreign-corporations/
Virginia State Corporation Commission, Clerk's Office Form SCC759 — Application for a Certificate of Authority to Transact Business in Virginia https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/start-a-new-business/business-types/scc759.pdf
Virginia General Assembly / Virginia Law Code of Virginia § 57-49 — Registration of charitable organizations https://law.lis.virginia.gov/vacode/title57/chapter5/section57-49/
Virginia General Assembly / Virginia Law Code of Virginia § 57-48 — Definitions https://law.lis.virginia.gov/vacode/title57/chapter5/section57-48/
Virginia Department of Agriculture and Consumer Services, Office of Charitable and Regulatory Programs Charitable Solicitation Registration https://www.vdacs.virginia.gov/food-charitable-solicitation.shtml
Virginia Department of Agriculture and Consumer Services VDACS Launches New Online Charitable Solicitation Registration Platform https://www.vdacs.virginia.gov/press-releases-260306-new-charitable-registration-platform.shtml
Virginia Department of Agriculture and Consumer Services VDACS Evoke Charitable Solicitation Portal https://vdacs.evokeplatform.com/
Virginia General Assembly / Virginia Law Code of Virginia § 57-60 — Exemptions https://law.lis.virginia.gov/vacode/title57/chapter5/section57-60/
Virginia Department of Agriculture and Consumer Services, Office of Charitable and Regulatory Programs Form 100 — Virginia Exemption Application for a Charitable or Civic Organization https://www.vdacs.virginia.gov/pdf/oca100exemption.pdf
Virginia General Assembly / Virginia Law Code of Virginia § 58.1-609.11 — Exemptions for nonprofit entities https://law.lis.virginia.gov/vacode/title58.1/chapter6/section58.1-609.11/
Virginia Department of Taxation Nonprofit Organizations https://www.tax.virginia.gov/nonprofit-organizations
Virginia Department of Taxation Virginia Nonprofit Online https://www.npo.tax.virginia.gov/VTOL_External_Entity/NPOLogin.xhtml
Virginia Department of Taxation Form NP-1 — Application for Sales and Use Tax Exemption https://www.tax.virginia.gov/sites/default/files/taxforms/exemption-certificates/any/np-1-application-any.pdf
Virginia Department of Taxation Nonprofit Exemption FAQs https://www.tax.virginia.gov/nonprofit-exemption-faqs
Virginia Department of Taxation Virginia Tax Ruling 25-5 — Nonprofit financial review and audit thresholds https://www.tax.virginia.gov/laws-rules-decisions/rulings-tax-commissioner/25-5
Virginia Department of Taxation 2024 Legislative Summary — Nonprofit Audit Threshold https://www.tax.virginia.gov/laws-rules-decisions/legislative-summaries/24-65
Virginia Department of Taxation Register a Business in Virginia https://www.tax.virginia.gov/register-business-virginia
Virginia Department of Taxation New Virginia Businesses Must Register Online Starting July 1 https://www.tax.virginia.gov/news/new-virginia-businesses-must-register-us-online-starting-july-1
Virginia Department of Taxation Withholding Tax https://www.tax.virginia.gov/withholding-tax
Virginia Department of Taxation Income Tax Withholding Guide for Employers https://www.tax.virginia.gov/sites/default/files/vatax-pdf/employer-withholding-instructions.pdf
Virginia Employment Commission VEC Form T-FC-27 — Report to Determine Liability https://www.vec.virginia.gov/sites/default/files/documents/fc_27new.pdf
Virginia General Assembly / Virginia Law Code of Virginia § 60.2-213 — Employment with hospital, higher education, state, subdivision, or certain religious or charitable organizations https://law.lis.virginia.gov/vacode/title60.2/chapter2/section60.2-213/
Virginia Employment Commission Virginia Employment Commission — Employers https://www.vec.virginia.gov/employers
Virginia Workers' Compensation Commission Workers' Compensation Insurance Information for Employers https://workcomp.virginia.gov/workers-compensation-insurance-information-employers
Virginia General Assembly / Virginia Law Code of Virginia § 65.2-101 — Definitions https://law.lis.virginia.gov/vacode/title65.2/chapter1/section65.2-101/
Virginia General Assembly / Virginia Law Code of Virginia § 65.2-800 — Duty to insure https://law.lis.virginia.gov/vacode/title65.2/chapter8/section65.2-800/
Virginia General Assembly / Virginia Law Virginia Charitable Gaming Law https://law.lis.virginia.gov/vacodefull/title18.2/chapter8/article1.1%3A1/
Virginia General Assembly / Virginia Law Code of Virginia § 18.2-340.23 — Organizations eligible for permits and raffle exception https://law.lis.virginia.gov/vacode/title18.2/chapter8/section18.2-340.23/
Virginia Department of Agriculture and Consumer Services, Office of Charitable and Regulatory Programs VDACS — Charitable Gaming Organization Licensing https://www.vdacs.virginia.gov/charitable-gaming-organization-licensing.shtml
Virginia Department of Agriculture and Consumer Services, Office of Charitable and Regulatory Programs VDACS — Charitable Gaming https://www.vdacs.virginia.gov/food-charitable-gaming.shtml
Virginia Department of Agriculture and Consumer Services, Office of Charitable and Regulatory Programs VDACS — Charitable Gaming Financial Reporting https://www.vdacs.virginia.gov/charitable-gaming-financial-reporting.shtml
Virginia Administrative Code Charitable Gaming Regulations https://law.lis.virginia.gov/admincodefull/title11/agency20/chapter20/

Read the Full State Guide

This article explains one part of a larger, continuously-verified state guide. For every fact, deadline, fee, and citation — including anything still marked Verification in Progress — see the full guide.

About This Article

This article is compiled from official state statutes, agency instructions, forms, and government guidance already documented in the linked state compliance guide(s). It provides general information and does not replace legal, tax, or accounting advice. Where a cited fact is still marked Verification in Progress, treat the underlying point as unresolved and confirm directly with the relevant agency before relying on it.

Written by 501c3.help Research Team. See how 501c3.help verifies state nonprofit compliance requirements for the full research and validation process.