Start a Corporation in Virginia

The legal name of your corporation is the one listed on your Articles of Incorporation. An assumed business name (or fictitious business name) is any name you conduct business under that’s not your corporation’s legal name.

Businesses sometimes use an assumed business name for branding or marketing purposes. For example, if your corporation is legally called Fairfax Flowers, Inc. but you want to start offering bridal arrangements, you could use an assumed business name like “Flowers To Go” in order to break into the wedding industry without changing your original business name.

If you use an assumed business name, you’re legally required to register it online with the Virginia Clerk’s Office for $10. Failing to do so is a misdemeanor in Virginia.

Thinking about using an assumed business name? Learn How to Get a Virginia DBA.

You sure can. However, keep in mind that you will be required to list your name and address on your Virginia Articles of Incorporation, which is a public record. You’ll also need to maintain regular business hours at this address and be available to accept legal documents in person. If that doesn’t sound like something you want to do, or can do, it’s best to hire a professional Virginia registered agent.

Yes. You can change your registered agent in Virginia at any point by filing a Statement/Certificate of Change of Registered Office/Registered Agent with Virginia’s State Corporation Commission. There is no filing fee.

You can submit your articles online, by mail, or in person.

Mail:
State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218

In-person:
1300 E. Main Street, 1st floor
Richmond, VA 23219

Online:
Clerk’s Information System

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.

You’ll need to include identifying information for each beneficial owner and (for corporations formed in 2024 or later) your company applicant. You’ll also need to provide some information about the corporation itself.

Beneficial owner and company applicant information:

• Full legal name
• Birth date
• Residential or business street address
• Personal identification document (such as a driver’s license or passport), including the ID number

Company information:

• Legal business name
• Any assumed or fictitious names/DBAs
• Physical business address
• State of incorporation
• Employer Identification Number (EIN)

Yes, you’ll need to file an updated BOI Report any time the information provided in the report changes, such as if your corporation changes owners or gets a new CEO. You have 30 days after the change occurs to file your updated report through BOSS.

No. Unlike the information on your Virginia Articles of Incorporation, the BOI Report isn’t public record. The information on this report will only be accessible to government agencies, law enforcement, and financial institutions that need to confirm customer identity.

Yes, there are 23 classes of exemption from the BOI Report. Exemptions include (but aren’t limited to):

• Large operating companies
• Most financial companies, such as banks and credit unions
• Investment companies registered with the Securities and Exchange Commission (SEC)
• Insurance companies registered with a state or federal agency
• Public utilities companies registered with a state or federal agency
• Tax-exempt entities

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 the Virginia Department of Taxation. You can register online or by filing a Business Registration Form. Note: You’ll need your EIN before you can register.