For non-US owners of a Virginia LLC
Foreign-Owned Virginia LLC: State Report, Tax and IRS Filing
Formed a Virginia LLC as a non-US owner? This is what Virginia asks for each year, what it costs, what happens when it is late, and the separate IRS filing every foreign-owned LLC makes.
Quick answer
What does a foreign-owned Virginia LLC have to file each year?
With Virginia: Annual registration fee only (assessed by the State Corporation Commission; the LLC fee statute requires payment of a fee, not a report). Fee: US$50. Due: On or before the last day of the month in which the LLC was organized, each year after formation (last day of the twelfth month after the month of organization, then the same date annually). With the IRS: Form 5472 with a pro forma Form 1120 for any year with a transaction between the LLC and its foreign owner, with a US$25,000 penalty if missed.
At a glance
- Virginia yearly report
- Annual registration fee only (assessed by the State Corporation Commission; the LLC fee statute requires payment of a fe
- Virginia fee
- US$50
- Virginia due date
- On or before the last day of the month in which the LLC was organized, each year after formation (last day of the twelfth month after the mo
- IRS filing
- Form 5472 with a pro forma Form 1120; US$25,000 penalty if missed
- Fees
- See our Form 5472 filing service page, or request a quote
What Virginia expects every year
Virginia sets its own yearly duties, separate from the IRS. From the state's own pages (Virginia official source): State figures checked October 28, 2026.
| Item | Virginia |
|---|---|
| Yearly report | Annual registration fee only (assessed by the State Corporation Commission; the LLC fee statute requires payment of a fee, not a report) |
| Fee | US$50. $50 annual registration fee (Va. Code 13.1-1062), assessed as of the first day of the second month before the anniversary month. |
| Due | On or before the last day of the month in which the LLC was organized, each year after formation (last day of the twelfth month after the month of organization, then the same date annually). |
| State tax | None identified at state level. The $50 fee applies to every domestic LLC, including a single-member disregarded LLC, irrespective of any other tax. |
| If it is late | $25 penalty added if the fee is not paid by the due date (Va. Code 13.1-1064). The LLC's existence is automatically canceled if the fee is not paid by the last day of the third month after the due date (Va. Code 13.1-1050.2). |
Easy to miss: Because there is no report form, owners overlook the $50 fee notice, and nonpayment cancels the LLC automatically three months after the due date.
Keeping a Virginia LLC in good standing
State. Annual registration fee only (assessed by the State Corporation Commission; the LLC fee statute requires payment of a fee, not a report): On or before the last day of the month in which the LLC was organized, each year after formation (last day of the twelfth month after the month of organization, then the same date annually).
IRS. Form 5472 with the pro forma Form 1120, normally by April 15 for a calendar-year LLC (Form 7004 extends it)
Once. BE-13 within 45 days of formation, if it applies
The IRS does not care which state you chose
Paying the Virginia fee keeps the LLC alive at the state. It does nothing for the IRS, where a foreign-owned single-member LLC has its own yearly filing: Form 5472 attached to a pro forma Form 1120, due for any year with money or property moving between you and the LLC. The penalty for missing it is US$25,000 (IRS).
After formation there is usually a BE-13 within 45 days (BEA rule). A US income tax return (Form 1040-NR for an individual owner) is only needed if the LLC has income effectively connected with a US trade or business (IRS).
How we help
We prepare Form 5472 and the pro forma Form 1120 for foreign-owned Virginia LLCs, or the full year under our annual package. Fees are on our Form 5472 filing service. Gurleen Kaur, CPA licensed in British Columbia and Washington State, signs. We remind you of the Virginia date; the state report itself is filed with Virginia.
See the annual compliance package, best state for non-US founders and US LLC tax by country.
Where these rules come from
Virginia
- State rules: Virginia official page.
Federal
- Effectively connected income and Form 1040-NR: Code sections 864 and 871 (IRS Pub 519).
- BE-13: 15 CFR 801.7 (eCFR).
- Form 5472: Internal Revenue Code section 6038A and Treas. Reg. section 1.6038A-1; T.D. 9796 treats a foreign-owned single-member LLC as a corporation for this purpose (IRS).
Other states
All 50 states and DC in one table: US LLC annual fees by state.
- Wyoming
- Delaware
- Florida
- Texas
- Nevada
- Colorado
- Montana
- South Dakota
- Missouri
- Ohio
- Arizona
- California
- New York
- Washington
- Illinois
- Alabama
- Alaska
- Arkansas
- Connecticut
- Georgia
- Hawaii
- Iowa
- Kentucky
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- New Hampshire
- New Jersey
- North Carolina
- North Dakota
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- Tennessee
- Utah
- Vermont
- West Virginia
Common questions
Does a foreign-owned Virginia LLC file an annual report?
Annual registration fee only (assessed by the State Corporation Commission; the LLC fee statute requires payment of a fee, not a report). Fee: US$50. Due: On or before the last day of the month in which the LLC was organized, each year after formation (last day of the twelfth month after the month of organization, then the same date annually).
Does a Virginia LLC owned by a non-US person pay Virginia tax?
None identified at state level. The $50 fee applies to every domestic LLC, including a single-member disregarded LLC, irrespective of any other tax.
What happens if the Virginia filing is late?
$25 penalty added if the fee is not paid by the due date (Va. Code 13.1-1064). The LLC's existence is automatically canceled if the fee is not paid by the last day of the third month after the due date (Va. Code 13.1-1050.2).
Does a foreign-owned Virginia LLC file with the IRS?
Yes. Form 5472 with a pro forma Form 1120 for any year with a reportable transaction with the foreign owner, including the money used to form it. The penalty for missing it is US$25,000. This is separate from the state filing.
Sources
Every rule and figure on this page links to the IRS, CRA or other official source it comes from. Amounts change; we re-check them before each engagement.
- Virginia: official source
- IRS: Instructions for Form 5472
- eCFR: 15 CFR 801.7 (BE-13 reporting requirement)
- IRS: Publication 515
Gurleen Kaur, CPA licensed in British Columbia and Washington State. Last updated November 11, 2026. This page is general information, not tax or legal advice for your situation.
Related guides: US LLC fees by state, Annual compliance package, Best state for non-US founders.
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