Virginia Articles of Incorporation

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Virginia articles of incorporation are filed to create a corporation.

Preparing and filing your articles of incorporation is the first step in starting your business corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.

Benefits

Incorporating provides many important benefits:

  • Limits the liability of directors, officers, and shareholders
  • Fulfills statutory requirements to register your business name
  • Provides governance and adds credibility

Fast Facts

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.

Fact Checked:6/16/17

Other Helpful Virginia Facts

As you are preparing to incorporate, keep in mind the following requirements specific to Virginia.


Virginia Directors

  • 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.

Virginia Officers

  • As stated in the bylaws.

Virginia Bylaws

  • Required: Yes.

Virginia Annual Shareholder Meeting

  • 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.

Virginia Shareholders

  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.
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