How to Incorporate in Virginia
If you’re looking to incorporate in Virginia, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Virginia".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Virginia".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Name Reservation: Optional Suffix Requirements: A corporate name shall contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." Such words and their corresponding abbreviations may be used interchangeably for all purposes.
Code of Virginia §13.1-630 -
Appoint a Registered Agent
Before you officially file to create your Virginia LLC, you will need to decide who your Virginia registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file Virginia articles of organization with the Virginia State Corporation Commission.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Virginia Beach
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
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File Virginia Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Virginia State Corporation Commission Form: Instructions: Filing Method: Mail or online
Agency Fee: $75 for 25,000 authorized shares or less + optional $100-200 expedite fee. See fee schedule for additional shares.
Turnaround: ~3-5 business days plus mail time. Next-day service for $100 expedite fee. Same-day service for $200 expedite fee. File online and receive immediate confirmation (no expedite fee); however, note that after hours the effective date is marked the start of the next business day.
Law: Code of Virginia - Title 13.1: Corporations - Chapter 9: Virginia Stock Corporation Act
Notes: Submit the original signed articles.
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Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
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Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors in compliance with Va. Code Ann. §13.1-623. Keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
- As stated in the bylaws.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Not required.
- Voting Trusts Allowed: Yes.
- Required: Yes, unless directors are elected by written consent.
- Action by written consent: Allowed if by all shareholders entitled to vote on the action. Articles of incorporation may provide that less than all shareholders consent.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get Virginia State Tax Identification Numbers/Accounts
Virginia offers a consolidated state tax registration application for new businesses.
Agency: Virginia Department of Taxation Form: Form R-1: Virginia Department of Taxation Business Registration Form Filing Method: Mail or online Agency Fee: $0 -
Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
Virginia Business License
Not required
General Business License licensure is not required on the State level in Virginia.
Virginia does not have a general business license at the state level, but local licenses are often required.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Virginia, view the table below.
Virginia Corporation Annual Report Requirements:
Agency: Virginia State Corporation Commission Form: Paper forms may be requested on this page.
Filing Method: Mail, in-person, or online.
Agency Fee: Between $100 and $1,700 depending on the number of authorized shares.
Due: By the end of the registration anniversary month. So if you incorporated or foreign-qualified on March 15, then your annual report is due every year by March 31.
Law: Virginia Code § 13.1-775.
Original Ink: Not required Notarize: Not required Penalties: Late fee of 10% or $10, whichever is greater. Your business can be dissolved or revoked at 4 months late.
Notes: - An officer or director may file.
- Original signatures are not required.
For more details, see our Virginia annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Virginia corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
