Virginia Resale Certificate: How to Get, Use, and Accept One

TL;DR

• Form ST-10 is Virginia’s resale certificate. Form ST-4 is the state’s sales tax registration certificate, not a resale certificate.

• A buyer selects the checkbox for resale, taxable lease or rental, or qualifying packaging materials that transfer with the product.

• Form ST-10 has no expiration date. It stays in effect until the Virginia Department of Taxation revokes it in writing.

• Buyers must provide the required business and registration information. Sellers should confirm that the purchase fits the selected exemption and keep the completed certificate with their tax records.

• Virginia gives sellers no grace period. The certificate must be on file, complete and dated, when the sale happens.

• Sellers keep certificates for at least three years. A seller without one owes the tax, which is $5,300 for every $100,000 of unsupported sales at the 5.3% general rate.

What is a Virginia resale certificate?

Virginia uses Form ST-10, Sales and Use Tax Certificate of Exemption, Rev. 05/26 as its resale certificate. A Virginia dealer gives the completed form to a supplier when buying tangible personal property for resale. The form also covers property intended for a taxable lease or rental and packaging materials that transfer to the customer with the product.

Virginia Code § 58.1-623(B) establishes the certificate requirements. The buyer must sign the certificate and provide its name, address, and registration number, if applicable. A blanket certificate must describe the general character of the property the buyer expects to purchase. The certificate must also substantially follow the form prescribed by the Virginia Tax Commissioner.

A properly completed ST-10 supports the supplier’s decision not to collect sales tax on covered purchases. The exemption applies only to purchases that match the use stated on the certificate.## How do I get a Virginia resale certificate?

Register with Virginia Tax as a dealer, then complete Form ST-10 and give it to each supplier. A retailer opening its first Virginia location registers before placing inventory orders, because Form ST-10 asks for the Virginia Account No. that registration assigns.

Register online as an in-state or out-of-state dealer, or by mail on Form R-1. A business already registered for another Virginia tax adds sales tax through its Online Services account. Registration assigns a 15-digit sales tax account number, beginning with 10 for in-state dealers and 12 for out-of-state dealers. It also issues the Sales Tax Certificate of Registration, Form ST-4, which must be displayed prominently at the registered location.

Each Virginia place of business needs its own Certificate of Registration. The certificate is not transferable and expires immediately if the dealer stops doing business at that location.

Form ST-10 itself has no filing step. Download it from Virginia Tax, complete it, and give it to the supplier, who keeps it on file.

Which form is the Virginia resale certificate?

Form ST-10 is Virginia’s resale certificate. Registered dealers use it to buy tangible personal property for resale, taxable lease or rental, or qualifying packaging materials.

Form ST-4 serves a different purpose. Virginia issues ST-4 as a sales tax certificate of registration, so a buyer cannot substitute it for ST-10.

Certain transactions require more specific certificates. Form ST-14 covers an out-of-state dealer that buys goods in Virginia and immediately transports them in its own vehicle for resale outside Virginia. Form ST-14A covers the corresponding livestock transaction. Cigarette retailers and wholesale dealers must use Form ST-10C for cigarette purchases rather than ST-10.

Who can issue a Virginia resale certificate?

A registered Virginia dealer may issue Form ST-10 to a supplier when buying qualifying property for resale, lease, rental, or packaging. An out-of-state dealer with a valid sales tax registration may also issue the certificate. The buyer must provide its registration details and describe its business and qualifying purchases on the Virginia resale certificate form.

Virginia Tax assigns each registered dealer a 15-digit Virginia Account No. In-state dealer accounts begin with 10, while out-of-state remote seller accounts begin with 12. A supplier can compare the number on Form ST-10 with the buyer's registration information. Virginia Tax explains dealer registration through its retail sales and use tax guidance.

The authorized signer depends on the buyer's entity type. A corporation uses an officer or another authorized person. A partnership uses a partner, and an unincorporated association uses a member. A sole proprietorship uses the proprietor.

Who can accept a Virginia resale certificate?

Virginia dealers may accept Form ST-10 from buyers that purchase tangible personal property for resale.. The seller should confirm that the certificate identifies the buyer and supplier, describes the buyer’s business, provides a registration number, states the exempt use, and includes an authorized signature. Registered dealers can confirm that a buyer is currently registered through the Virginia Sales and Use Tax Dealer Lookup in their Virginia Tax online business account.

Out-of-state buyers can complete Form ST-10 using their home-state registration number. A Virginia seller can also accept another state's resale certificate if it contains the same information as Form ST-10. Other states' certificates for exemptions other than resale are not acceptable (P.D. 97-329).

A seller meets Virginia's good-faith standard when, on the face of the certificate, it could reasonably conclude the items could be used for the exempt purpose claimed. It also meets the standard when its actual knowledge of the buyer's business supports that conclusion (P.D. 26-27). A buyer’s use of a federal employer identification number instead of a Virginia account number does not by itself invalidate an otherwise sufficient certificate, according to P.D. 13-132. Good-faith acceptance does not protect a seller when the certificate contains material deficiencies or the purchase falls outside the stated resale exemption.

What can't a Virginia resale certificate be used for?

A Virginia resale certificate cannot exempt an item that falls outside the certificate’s exact wording. The buyer must pay tax when it purchases property for its own use. Virginia’s regulation applies this rule to a grocery store buying cash registers, an auto shop buying hand tools, and a hotel buying furniture or linens.

Several categories have specific restrictions. Form ST-10 cannot be used by a construction contractor that consumes materials in performing its work. Its rental exemption also excludes long-term motor vehicle leases when the lease payments are not subject to Virginia motor vehicle sales and use tax.

Since January 1, 2018, cigarette retailers and wholesale dealers cannot use ST-10 to purchase cigarettes for resale. Virginia Tax requires those buyers to use the state-issued Form ST-10C.

A buyer that takes items tax-free and then uses them itself owes use tax on its cost as of first use. Virginia's regulation gives the example of a grocer that buys lollipops tax-free for resale and gives some away to children on Halloween. The grocer owes use tax on the cost of those lollipops.

What happens if a certificate is missing or invalid at audit?

A missing or invalid certificate leaves the seller owing the tax on each unsupported sale. That is $5,300 for every $100,000 at Virginia's 5.3% general rate, and up to $7,000 in localities taxed at 7%. Virginia presumes every sale is taxable, and a certificate relieves the seller of that burden only when the seller takes it in good faith (Va. Code § 58.1-623).

Virginia gives sellers no grace period. The certificate needs to be on file, complete and dated, when the sale happens. Virginia Tax does not treat a certificate as accepted in good faith for sales made before the seller received it. A certificate collected after an audit begins faces greater scrutiny and is accepted only if the Department confirms the exempt use for a specific transaction.

A completed certificate must also cover the property purchased. Virginia limits an exemption to the certificate’s exact wording. For example, a grocery store cannot use a resale certificate for cash registers, and an auto dealer cannot use one for hand tools. Auditors may treat those purchases as taxable even when the seller has a signed form on file under 23VAC10-210-280.

Buyers carry risk too. When a buyer misuses a certificate, the Tax Commissioner can suspend its exemption for at least one year, or assess a penalty of up to $1,000 instead. The buyer owes the full tax and interest on every improper purchase, and knowingly using a certificate during a suspension is a Class 1 misdemeanor.

When a certificate review turns up prior periods where Virginia tax went uncollected, Taxwire runs voluntary disclosure agreements, which typically cover a lookback of three to four years. Buyers that paid Virginia tax on inventory they later resold can use Taxwire's tax recovery service to reclaim the overpayment.

FAQ

Does a Virginia resale certificate expire?

No. Form ST-10 stays in effect until the Virginia Department of Taxation revokes it in writing, and a supplier needs only one on file for each buyer. Only certificates for qualifying nonprofit organizations carry a scheduled expiration date.

How long must a seller keep a resale certificate on file?

At least three years. Virginia requires dealers to keep records of exemptions claimed, including resale certificates, for three years, and longer while an assessment for that period is under appeal. A blanket ST-10 supports every sale made under it, so keep it for three years after the last sale it covers.

Can an out-of-state business use its home-state resale certificate in Virginia?

Yes, if the certificate contains the same information Virginia requires on Form ST-10. The seller may also accept another state’s resale certificate when it contains the same information Virginia requires on ST-10. Virginia does not accept other types of out-of-state exemption certificates for exempt Virginia sales under the Tax Commissioner’s ruling.

Is Form ST-4 the Virginia resale certificate?

No. Form ST-4 documents sales tax registration. Form ST-10 serves as Virginia’s resale certificate, as the Virginia retail sales and use tax guidance confirms.