Everything You Need to Know About Virginia Corporations:
Virginia Incorporation Options
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How to Incorporate in Virginia
To start a corporation in Virginia, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the State Corporation Commission. You can file this document online, by mail, or by drop off. The articles cost a minimum of $75 to file. Once filed with the state, this document formally creates your Virginia corporation.
Per Virginia Code § 13.1-634, every Virginia corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Virginia SCC Business Entity Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Virginia Articles of Incorporation. Follow along with our filing instructions below:
Filing the Virginia Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Virginia business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Corporate Name
Your name must include “Corporation,” “Incorporated,” “Company,” or “Limited” or an abbreviation for one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
2. Authorized Shares
List the number of shares your corporation can issue. If you are creating more than one class or series of shares, you will need to include the number of shares, their designation (common, preferred, etc.), and the preferences, rights, and limitations for each class. Note that the fees for both the Articles of Incorporation and your Annual Report are based on the number of shares you authorize.
3. Registered Agent
For your Virginia registered agent, you can list an individual state resident (like someone in your Virginia corporation) or a business that provides registered agent service (like Northwest). Tip: We recommend Northwest.
4. Registered Office
The registered office is the Virginia street address where your registered agent will be available during business hours to accept legal notifications for your corporation. Tip: When you hire Northwest, our address will go here.
5. Principal Office
Your principal office is your main business address. Tip: This section is optional, so many corporations skip it to avoid handing out unnecessary information.
6. Initial Directors
Your corporation can have directors immediately upon formation, but only if your Articles of Incorporation name them specifically. You’ll list the names and addresses of your initial directors here. Tip: Again, this information will be public, so instead of personal addresses, you can list a business address or registered agent address (like ours).
7. Virginia Incorporator
Your incorporator is the person who signs and submits your Articles of Incorporation. Incorporators must include their name and address. Your incorporator doesn’t have to be a director, officer, or anyone in the corporation—just a legal adult you authorize to sign and submit your form. Tip: We’ll be your incorporator when you hire Northwest to form your Virginia corporation.
8. Phone Number and Email Address
Including your phone number and business email address is optional—and if you include it, you’ll almost certainly end up with a flood of telemarketers. (Public documents attract data-sellers like moths to a flame.) Long story short, think twice before publicly listing your number and/or email address.
9. Other Provisions
The form provided by the State Corporation Commission contains the minimum Virginia statutory requirements for your articles, but if you’d like to include additional provisions (like the purpose for which your corporation was organized or imposing interest holder liability on shareholders), they must be separately prepared and submitted with your typewritten Articles of Incorporation. Your articles will need to be written in English and printed one-sided in black ink on solid white, 8 ½” x 11” paper. There can’t be any visible watermarks or background logos, and the document must be formatted with a minimum 1.25” top margin and 0.75” margins on all other sides.
Why Have a Registered Agent Form Your Virginia Corporation?
Professionals in Virginia hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is located in Virginia Beach, and we’re on a first name basis with the people who work in the State Corporation Commission.
As your registered agent, we list our Virginia Beach registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Roanoke, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Virginia. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Virginia Corporation Is Formed?
After your Virginia Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Virginia corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the Virginia localities typically require your EIN to register for BPOL taxes. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my 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.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on Virginia Corporate Bylaws (including a free Virginia Corporate Bylaws template), see our Virginia Corporate Bylaws resource.
Do I need bylaws for my Virginia corporation?
Yes. VA Code § 13.1-624 (2019) notes that bylaws shall be adopted either by the incorporators or the board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
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.
How do I write bylaws?
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.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Virginia organizational meetings?
Per VA Code § 13.1-623 (2019) your organizational meeting may be held in the state of Virginia, but it doesn’t need to be. If the initial directors are named in the articles of incorporation, they will hold an organizational meeting. If not, the organizational meeting will be held by the incorporators. However, they don’t necessarily need to meet in person as long as the proposed action is put in writing and signed by each incorporator.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Virginia corporation?
To open a corporate bank account in Virginia, you’ll need to bring the following with you to the bank:
A copy of the Virginia corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Virginia Reports & Taxes
In Virginia, corporations file an annual report each year. In addition, the state has a corporate net income tax and counties and municipalities typically require a Business, Professional, and Occupational License (BPOL) tax as well.
What is the Virginia Annual Report?
The Virginia Annual Report is a filing you must submit each year to confirm or update your basic ownership and contact information (like your directors and registered agent). The Clerk’s Information System allows your to submit your annual report online—even if your report contains changes in directors and/or officers.
How much is the Virginia Annual Report?
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.
When is the Virginia Annual Report?
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.
What should I know about Virginia corporate taxes?
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%.
Do corporations have to register with Virginia Tax?
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.
Virginia Corporation FAQs
How can I submit the Virginia Articles of Incorporation?
You can file Virginia articles online, by mail, or by dropping it off a the courier delivery address. Paper filings must be typed and printed in black ink.
State Corporation Commission
P.O. Box 1197
Richmond, VA 23218-1197
Courier delivery address:
1300 E Main St, 1st floor
Richmond, VA 23219
How much does it cost to start a Virginia corporation?
$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).
How long does it take to start a Virginia corporation?
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.
Does a Virginia corporation need a business license?
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.
What is a foreign Virginia corporation?
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.
Can Northwest help me form a nonprofit corporation?
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).
How can I get a Virginia phone number for my corporation?
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.
How to Order Virginia Incorporation Service
Our Virginia incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Virginia corporation for $300 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Virginia Articles of Incorporation to the State Corporation Commission. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Virginia State Corporation Commission has approved your filing, we notify you that your Virginia corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.