Virginia Corporation

You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.

Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:

• Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?

• Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?

• Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?

• Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?

• Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?

• Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?

Virginia bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, VA Code § 13.1-675 (2019) states that Virginia bylaws can determine the number of individuals allowed to serve on the corporation’s board of directors. You can choose a specific number of directors or you can establish a variable range for the size of the board by fixing a minimum and maximum number of directors.

Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Virginia corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.

At least $100, but it can cost as much as $1,700—it all depends on how many authorized shares you have. If you have fewer than 5k shares, you’ll pay $100. And if you forget to file? You’ll be stuck with a 10% late fee.

The filing is due by the end of your anniversary month (the month you first incorporated). For example, if you formed your business on April 17th, you’re required to file by April 30th.each year. If you forget to file, you have 4 months to file your annual report and pay the registration fee (including the 10% late fee) or the SCC will dissolve your corporation—yikes!

These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state registration fee.

Along with filing an annual report, Virginia corporations have two more taxes to contend with: a corporate net income tax and a Business, Professional, and Occupational License (BPOL) tax.

The corporate income tax rate is a flat 6%. Counties and municipalities also typically assess a Business, Professional, and Occupational License (BPOL) tax, a form of gross receipts tax. BPOL rates vary by business activity but top out at $0.58 per $100 for some professional and financial services.

The Virginia sales tax is 4.3%. Local areas can tack on additional sales taxes, too, so customers at the counter tend to pay somewhere between 5% and 7%. Some larger cities (Virginia Beach, Norfolk, Chesapeake, etc.) have a 6% total sales tax rate, and others (like Williamsburg, Yorktown, Toana, Seaford, etc.) have a sales tax rate of 7%.

Yes, if you conduct business in Virginia, you’re required to register with Virginia Tax. You can register online or by filing a Business Registration Form. You’ll need your EIN before you can register.

$75 for most corporations. The state filing fee is $25, but there’s also a charter fee based on how many authorized shares you have. The charter fee is $50 for up to 25,000 shares (add $50 for each additional 25k shares). The charter fee tops out at $2,500 for over a million shares. Filing online? There’s an online convenience fee of around 2.5%.

Hire us for a one-time fee of $301.95, including the state filing fee and the charter fee ($50 for up to 25k shares).

You can get approval right away if you submit online. If you mail your paper filing, it will take 28 days for the SCC to process your filing.

Most likely. While the Commonwealth of Virginia itself doesn’t have a general business license, local areas (counties or municipalities) usually assess a gross receipts tax called the Business, Professional and Occupational License (BPOL) tax. Registering for the BPOL usually requires filing for a local business license.

For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.

A corporation formed outside of Virginia—but which conducts business in the state—is considered a foreign Virginia corporation. For example, if you incorporated in Maryland but decide to open a storefront in Virginia, you would be a foreign Virginia corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the State Corporation Commission. Foreign corporations are required to file the Virginia Annual Report and pay the annual registration fee.

Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Virginia nonprofit requires a different form. Virginia nonprofits are required to file an annual report each year ($25).

It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.