Annual Requirements for a Virginia Nonprofit Corporation

A tax-exempt Virginia nonprofit answers to more than one authority, and each has its own annual expectations. The mistake that causes the most trouble is treating "annual compliance" as a single task. It isn't — it's three parallel tracks that rarely share a deadline.

• The State Corporation Commission (SCC) keeps the corporation legally alive. Its recurring requirement is the annual registration.
• The IRS keeps your federal tax exemption alive. Its recurring requirement is the annual Form 990 series information return.
• Virginia's Office of Charitable and Regulatory Programs (OCRP) governs fundraising. If you solicit donations from the public, its recurring requirement is an annual charitable registration renewal.

Miss any one of these long enough and the consequences differ — the SCC can terminate the corporation, the IRS can revoke exemption, and OCRP problems can jeopardize your ability to fundraise legally. Keeping all three current is what "good standing" really means for a Virginia nonprofit.

Every Virginia nonstock corporation must file an annual registration with the State Corporation Commission to stay active. It's filed online through the Clerk's Information System at cis.scc.virginia.gov.

What it is and when it's due

Virginia's annual registration is due by the last day of the corporation's anniversary month — the month in which it was formed. So a nonprofit incorporated in March files by the end of March each year. Mark it on the calendar the moment you form, because the deadline recurs on your own anniversary rather than a single statewide date.

What it updates

The registration confirms and updates the corporation's basic information — its registered agent and registered office, and its current status. It is not a financial disclosure; you're not reporting revenue, expenses, or program details to the SCC. It's an administrative confirmation that keeps the entity on the active roll.

What happens if you miss it

Missing the deadline can trigger a late penalty, and continued failure to file leads to administrative termination of the corporation. A terminated corporation loses its legal existence — it can't sue, contract cleanly, or hold itself out as a valid entity — until it's reinstated, which requires curing the missed filings and paying the associated fees. Because SCC reminders route through your registered agent, keeping the agent current is part of never missing this deadline.

Federal tax exemption comes with a federal reporting obligation. Every tax-exempt organization must file an annual information return with the IRS, even though it owes no income tax.

Which 990 you file

• Form 990-N (e-Postcard) — for the smallest organizations, generally those with very low gross receipts. It's a short electronic filing.
• Form 990-EZ — for mid-sized organizations under the applicable thresholds.
• Form 990 — the complete, long-form return that larger organizations must file.

Which form applies depends on your gross receipts and assets. As your nonprofit grows, the form you file can change, so check the thresholds each year rather than assuming last year's form still applies.

The deadline and the revocation trap

The 990 is due by the 15th day of the fifth month after your fiscal year ends — May 15 for a calendar-year organization. The most important thing to know about the 990: if an organization fails to file for three consecutive years, the IRS automatically revokes its tax-exempt status. This is automatic and unforgiving, and getting reinstated is a hassle involving a fresh application. For a small volunteer-run nonprofit, the 990-N is a five-minute filing — there's no excuse to let it lapse.

If your nonprofit asks the Virginia public for money — through mail, events, online appeals, or in person — it operates under Virginia's charitable-solicitation rules, administered by OCRP within the Department of Agriculture and Consumer Services.

The annual renewal

Organizations that registered to solicit must renew their registration each year, typically with an updated financial picture and a fee that's often scaled to the amount raised. The renewal keeps your authorization to fundraise in Virginia current. Let it lapse and you may be soliciting donations without valid registration — a compliance problem that can draw regulatory attention and undermine donor trust.

Do we have to register?

Many organizations do, but some qualify for exemptions from registration based on their type or the scale of their solicitation. Don't assume you're exempt — confirm it. If you are required to register, treat the annual renewal as a fixed part of your compliance calendar alongside the SCC registration and the 990.

Beyond the filings, a well-run Virginia nonprofit maintains its internal governance on an annual rhythm, too. None of this is filed with a state agency, but it's what keeps the organization credible to funders, banks, and the IRS.

The annual internal rhythm

• Hold your required board meetings and keep minutes — the record of who attended, what was decided, and how directors voted on significant matters.
• Review the conflict-of-interest disclosures — many organizations have directors and officers re-affirm the conflict-of-interest policy annually.
• Keep the corporate record book current — Articles, bylaws, amendments, EIN letter, IRS determination letter, minutes, and financial records, all in one maintained place.
• Confirm your registered agent is still valid — especially if a director who was serving as agent has left the board.

A nonprofit that keeps clean minutes, current governing documents, and an organized record book is one that sails through a grant due-diligence review, a bank's account-opening requirements, or an IRS inquiry. The housekeeping isn't glamorous, but it's the difference between an organization that looks serious and one that looks improvised.

Mainstay Filing focuses on the state-facing piece of your annual compliance. We track your SCC annual registration deadline — the anniversary-month due date that's easy to forget because it's tied to your own formation date rather than a statewide one — and can prepare and file it through CIS so the corporation stays active. As your registered agent, we also make sure the SCC's notices actually reach you rather than bouncing off a stale address.

We don't prepare your Form 990 or your OCRP renewal — those touch your finances and fundraising and are better handled by your accountant or a specialist — but we'll flag that they exist so they're on your radar. The goal is simple: no lapse in your state standing, no surprise late penalty, and a clear picture of the three tracks you're responsible for keeping current.