Start a Corporation in Virginia
Use our free business tools below to complete your Virginia Articles of Incorporation. This is the document you file directly with the Virginia State Corporation Commission to form your corporation.
If you want more, hire us to form your corporation in Virginia for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.
How to Start a Corporation in Virginia
A Virginia corporation is a business with a legal existence that is separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
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.
1. Name Your Corporation
You probably already know what you want to name your corporation. It is important to note that you can’t just name your business anything you want. Virginia requires corporations to follow its naming rules, as outlined in VA Code § 13.1-630. Your corporation’s name must:
- Contain the word corporation, incorporated, company, limited, or the abbreviation like corp., inc., ltd.
- Be distinguishable from other Virginia businesses.
- Not use a word or phrase that is prohibited by law.
Already have a name for your corporation? Check to see if it’s available.
Yes. If you’re waiting to start your corporation, you can reserve your business name by filing an Application for Reservation or Renewal of Reservation of a Business Entity Name. The state will secure your name for up to 120 days. The filing fee is $10.
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.
2. Designate a Registered Agent
State law (VA Code § 13.1-634) dictates that 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.
Learn why the pros use a registered agent service.
According to VA Code § 13.1-1015, a registered agent must:
- Receive legal and state mail during regular business hours on behalf of your corporation and forward it to you quickly.
- Have a physical, registered office address located within the state of Virginia. No P.O. Boxes.
- Be a Virginia resident or domestic company. Business entities cannot be their own registered agents in Virginia.
Find out why the pros use a registered agent service.
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.
3. Submit Articles of Incorporation
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.
Note: All of the information included on this form will become public record.
You’ll need to include the following information in your Articles of Incorporation:
Corporate name: Your corporation’s name must include an identifier like corporation, corp, inc, ltd, or another allowable abbreviation
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.
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.
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.
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.
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).
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.
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.
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.
The information you file with Virginia’s State Corporation Commission is public record. As a result, marketers could find your information, call you, and bombard you with junk mail. They can even sell your information. It’s a vicious cycle.
The best way to safeguard your privacy is to hire a registered agent company that will list their information on the Articles of Incorporation—like Northwest. This keeps you from having to include your name and address on Virginia’s public record.
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
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4. Get an EIN
An employer identification number (EIN) is a unique number the IRS uses to identify your business on tax filings. It essentially acts like a Social Security number for your corporation. You can apply for an EIN through the IRS website or submit a paper form. There’s no filing fee.
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.
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 Northwest’s EIN Service during checkout when you sign up to start your Virginia corporation.
5. 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.
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.
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:
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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?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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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?
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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?
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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?
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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, Virginia bylaws can determine the number of individuals allowed to serve on a 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.
6. 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.
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.
7. 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.
To open a corporate bank account in Virginia, you’ll need to bring the following with you to the bank:
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A copy of the Virginia corporation’s Articles of Incorporation
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The corporation’s bylaws
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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.
8. 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.
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.
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.
Ready to Start a Corporation in Virginia?
