2006 Code of Virginia § 13.1-615 - Fees to be collected by Commission; payment of fees prerequisite to Commission action; exception...

13.1-615. Fees to be collected by Commission; payment of fees prerequisiteto 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.

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 prior to the due date of thecorporation's annual registration fee payment in any year. Except as providedhereinafter, the issuance of a certificate of termination of corporateexistence pursuant to 13.1-751 shall not have the effect of releasing anyobligation that has accrued in favor of the Commonwealth on account of suchassessment.

Any domestic corporation that has ceased to exist in the Commonwealth becauseof the issuance of a certificate of termination of corporate existence,certificate of incorporation surrender or certificate of entity conversion orany foreign corporation that has obtained a certificate of withdrawal,effective prior to its annual report due date pursuant to subsection C of 13.1-775 in any year, shall not be required to pay the registration fee forthat year. Any domestic or foreign corporation that has merged, effectiveprior to its annual report due date pursuant to subsection C of 13.1-775 inany year, into a surviving domestic corporation or into a surviving foreigncorporation that files with the Commission the certificate of merger prior tosuch date, shall not be required to pay the registration fee for that year.The Commission shall enter an order withdrawing and canceling theregistration fee assessments specified in this section that remain unpaid.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. Registration fee assessmentsthat 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.)