Virginia Incorporation

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How to Incorporate in Virginia

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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.


Paperwork Cost Time
  • Form SCC619: Articles of Incorporation of a Virginia Stock Corporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form R-1: Virginia Department of Taxation Business Registration Form
  • Incorporation: $75 for 25,000 authorized shares or less + optional $100-200 expedite fee.
  • Incorporation: ~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.

How to Incorporate in Virginia

1 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).

2 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:
Virginia State Corporation Commission database search
Name Reservation:
Optional
Suffix:
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
3 Appoint a Registered Agent

Identify the corporation’s Virginia registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File Virginia Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:Virginia State Corporation Commission
Form:

Articles of Incorporation of a Virginia Stock Corporation

Instructions:

Notice to Virginia Corporations

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.

5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

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, and 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.
Va. Code Ann. §13.1-770

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation (Va. Code Ann. §13.1-624). You will review and ratify the bylaws at your first board of directors meeting.

6 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.

7 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.
8 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.
9 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.
10 Get Virginia State Tax Identification Numbers/Accounts

Virginia offers a consolidated state tax registration application for new businesses.

Submit to:
Virginia Department of Taxation
http://www.tax.virginia.gov/
Form:
Form R-1: Virginia Department of Taxation Business Registration Form
Filing Method:
Mail or online
Fee:
$0
11 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.
12 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.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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