How to Start a Non-Profit Organization in Virginia

This page was last fact-checked September 16, 2013.

Welcome to our Virginia nonprofit resource guide! This free guide will help you understand how to start your nonprofit in Virginia and become 501(c)(3) tax exempt. You will find step-by-step instructions and get answers to common questions like "what does it cost?" and "how many board members do I need?".

Did you know that setting up a nonprofit is different in every state? This guide is specific to Virginia. If you are looking for a different state, please visit our Information Center.


Option #1: Start your Virginia nonprofit with help from a specialist.

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Option #2: Do-It-Yourself

If you're starting out with little or no funds, gaining professional assistance is rarely an option. In that case, you may want to commit to researching the process and filing government applications on your own. This route is not for the faint of heart but is certainly achievable if you work diligently. The following step-by-step guide should help you as you undertake this process.

1 Confirm a new nonprofit is necessary

As you begin, take a moment to consider if you should start a new non-profit organization. According to the National Center for Charitable Statistics, there were over 41,000 nonprofit organizations in Virginia in 2009. To decide if a new nonprofit is necessary...

  • Research if an organization already exists in your area that serves your cause. By working together you avoid diluting the effect of fundraising dollars and volunteer hours available in your geography.
  • Consider fiscal sponsorship, in which an umbrella 501(c) organization incubates your charitable nonprofit. Fiscal sponsors permit your cause to receive tax-deductible donations and often handle administrative paperwork.
2 Choose a legal structure

The most common legal structure for a nonprofit is a nonprofit corporation. Less common options include a B-Corporation, nonprofit LLC, L3C, unincorporated nonprofit association, and a trust. If you are undecided, learn about legal structures for nonprofits.

The rest of this article assumes you are creating a nonprofit corporation.

3 Check Name Availability

The legal name of your nonprofit 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
4 Recruit Incorporators and/or Initial Directors
  • Identify the incorporators. These individuals will execute the articles of incorporation and submit them to the state. Virginia requires a minimum of one incorporator.
  • Recruit initial directors for your nonprofit board of directors. In Virginia, a corporation can have directors immediately upon formation only if they are named in the articles.
5 Appoint a Registered Agent

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

Fast Facts

Below is an overview of the paperwork, cost, and time to start an Virginia nonprofit.

Paperwork
  • Form SCC819: Articles of Incorporation of a Virginia Nonstock Corporation
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • IRS Form 1023: 501(c) Tax Exempt Application
  • IRS Determination Letter
  • Form R-1: Virginia Department of Taxation Business Registration Form
  • Form NPO: Retail Sales and Use Tax Exemption Application
  • URS Charitable Registration, if applicable
  • Form 102: Charitable Organization Registration or Form 100: Virginia Exemption Application for a Charitable or Civic Organization

Cost
  • Incorporation: $75
  • 501(c): $400 or $850 IRS fee
  • Virginia charitable registration: $100 + $30-$325 depending on contributions ($10 if exempt)

Time
  • Incorporation: ~7 business days by mail. ~3-7 business day online. Expedited options available for a fee.
  • 501(c): ~3-6 months
6 File Virginia Nonprofit Articles of Incorporation

File articles of incorporation to create your non-profit corporation.

Submit to:
Commonwealth of Virginia - State Corporation Commission
http://www.scc.virginia.gov/
Form:
Form SCC819: Articles of Incorporation of a Virginia Nonstock Corporation
Filing Method:
Mail or online at SCC eFile
Fee:
$50 charter fee + $25 filing fee = $75 total
Turnaround:
~7 business days by mail. ~3-7 business day online. Expedited options available for a fee.
Law:
Code of Virginia - Title 13.1: Corporations - Chapter 10: Virginia Nonstock Corporations Act
Notes:
  • The IRS requires specific language in the articles of incorporation to qualify for 501(c)(3) federal tax exemption. Refer to IRS Pub 557 for guidance and sample language.
  • Submit the original signed articles.
7 Establish Company Records

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

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

Draft bylaws (potentially using a template) which is the governing document for the nonprofit. You will review and ratify them at your first board of directors meeting.

8 Hold First Meeting of the Directors

Hold the first meeting of the board of directors. At this meeting, the nonprofit should approve the bylaws, elect additional directors, appoint officers, and approve initial resolutions such as opening a company bank account. Keep minutes of this meeting.

9 Get a Federal Employer Identification Number (EIN)

Your nonprofit 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

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11 Apply for 501(c)

Save money and build credibility by obtaining 501(c) federal income tax exemption. This is most difficult and costly step of setting up a nonprofit.

501(c) is the chapter of the Internal Revenue Code that defines nonprofit tax exemptions. Charitable, religious, and educational organizations seek exemption under 501(c)(3) and apply for recognition by filing Form 1023.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form 1023
Instructions:
IRS Instructions for Form 1023
Guidance:
IRS Pub 557: Tax-Exempt Status for Your Organization
Filing Method:
Mail
Fee:
$400 or $850
Turnaround:
~3-6 months

The IRS will return a Determination Letter which officially recognized your exemption.

12 Apply for Virginia Tax Exemption(s)

Upon obtaining your IRS Determination Letter, your organization is automatically exempt from Virginia corporation income tax. No application or notification is necessary.

More information:
Virginia Department of Taxation
http://www.tax.virginia.gov/

Nonprofit organizations exempt from federal income taxation under Sections 501(c) (3) or 501(c)(4) of the Internal Revenue Code qualify for exemption from paying sales and use tax on purchases.

Guidelines:
Retail Sales and Use Tax Exemptions for Nonprofit Corporations (review qualification criteria)
Submit to:
Virginia Department of Taxation
http://www.tax.virginia.gov/
Form:
Form NPO: Retail Sales and Use Tax Exemption Application
Instructions:
Form NPO: Retail Sales and Use Tax Exemption Instructions
Filing Method:
Mail, fax, or online
Fee:
$0
Notes:
  • To make a sales tax exempt purchase simply provide the seller with a copy of the exemption certificate issued by the Department of Taxation.
  • Nonprofit churches have the option of using a self-issued exemption certificate as opposed to obtaining a broader exemption by applying with the department.
13 Register for Charitable Solicitation / Fundraising

Before soliciting any funds or hiring solicitors, you must complete your charitable organization registration in each state where you will raise funds.

If you need to register in many states, review our guide “Charitable Solicitation Registration using the Unified Registration Statement (URS)”. 39 states accept the URS, including Virginia.

To file only in Virginia:

Submit to:
Virginia Department of Agriculture and Consumer Services (VDACS)
http://www.vdacs.virginia.gov/
Guidelines:
VDACS: Rules Governing the Solicitation of Contributions.
Exemptions:
The easiest way to determine if your organization is exempt is to review the options in the exemption application form: Form 100: Virginia Exemption Application for a Charitable or Civic Organization.
Form:
Form 102: Charitable Organization Registration
Filing Method:
Mail
Fee:
$100 + $30-$325 depending on contributions ($10 if exempt)
Law:
Virginia Solicitation of Contributions Law
Notes:
You must file a registration application or exemption prior to fundraising.
14 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.

* Ongoing Filings to Maintain Your Nonprofit

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

  • Virginia nonprofit corporations are required to file an annual report ($25 state fee) with the Commonwealth of Virginia - State Corporation Commission. The department mails an Annual Assessment Packet to the registered agent approximately 75 days before the due date. The annual report is due by the last day of the incorporation anniversary month.
  • Virginia charitable organizations renew annually with VDACS. File URS or Form 102 with the $100 fee. Renewal is due by five months and 15 days following the close of the organization's fiscal year.

Tax-Exempt in 2 Weeks!

Download the case study of how our client, Reform It Now, obtained 501(c)(3) tax exemption in only two weeks using IRS Form 1023-EZ!

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