13.1-615 - Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions. - Virginia Statutes

§ 13.1-615. Fees to be collected by Commission; application of payment;payment of fees prerequisite to Commission action; exceptions.

A. The Commission shall assess the registration fees and shall charge andcollect the filing fees, charter fees, and entrance fees imposed by law. TheCommission shall have authority to certify to the Comptroller directingrefund of any overpayment of a fee, or of any fee collected for a documentthat is not accepted for filing, at any time within one year from the date ofits payment. When the Commission receives payment of an annual registrationfee assessed against a domestic or foreign corporation, such payment shall beapplied against any unpaid annual registration fees previously assessedagainst such corporation, including any penalties incurred thereon, beginningwith the assessment or penalty that has remained unpaid for the longestperiod of time.

B. The Commission shall not file or issue with respect to any domestic orforeign corporation any document or certificate specified in this chapter,except the report required by § 13.1-775, a statement of change pursuant to §13.1-635 or 13.1-764, and a statement of resignation pursuant to § 13.1-636or 13.1-765, until all fees, fines, penalties, and interest assessed,imposed, charged, or to be collected by the Commission pursuant to thischapter or Title 12.1 have been paid by or on behalf of such corporation.Notwithstanding the foregoing, the Commission may file or issue any documentor certificate with respect to a domestic or foreign corporation that hasbeen assessed an annual registration fee if the document or certificate isfiled or issued with an effective date that is on or before the due date ofthe corporation's annual registration fee payment in any year, provided thatthe Commission shall not issue a certificate of domestication with respect toa foreign corporation until the annual registration fee has been paid by oron behalf of that corporation.

C. Any domestic corporation that has ceased to exist in the Commonwealthbecause of the issuance of a certificate of termination of corporateexistence, certificate of incorporation surrender or certificate of entityconversion or any foreign corporation that has obtained a certificate ofwithdrawal, effective on or before its annual report due date pursuant tosubsection C of § 13.1-775 in any year, shall not be required to pay theregistration fee for that year. Any domestic or foreign corporation that hasmerged, effective on or before its annual report due date pursuant tosubsection C of § 13.1-775 in any year, into a surviving domestic corporationor into a surviving foreign corporation that files with the Commission anauthenticated copy of the instrument of merger on or before such date, shallnot be required to pay the registration fee for that year. Any foreigncorporation that has converted, effective on or before its annual report duedate pursuant to subsection C of § 13.1-775 in any year, to a differententity type that files with the Commission an authenticated copy of theinstrument of entity conversion on or before such date, shall not be requiredto pay the registration fee for that year. The Commission shall cancel theregistration fee assessments specified in this subsection that remain unpaid.

D. Any foreign corporation that has amended its articles of incorporation toreduce the number of shares it is authorized to issue, effective prior to itsannual assessment date pursuant to subsection B of § 13.1-775.1 of a givenyear, and has timely filed an authenticated copy of the amendment with theCommission pursuant to § 13.1-760 after its annual assessment date pursuantto subsection B of § 13.1-775.1, shall have its registration fee reassessedto reflect the new number of authorized shares.

E. Registration fee assessments that have been paid shall not be refunded.

(Code 1950, § 13.1-122; 1956, c. 428; 1985, c. 522; 1988, c. 405; 1989, c.152; 1991, c. 309; 1997, c. 216; 2001, c. 545; 2002, c. 1; 2005, c. 765;2006, c. 659; 2007, c. 810; 2009, c. 216; 2010, c. 753.)