How To Start A Nonprofit In Virginia
To start a nonprofit corporation in Virginia, you must file a document called the Articles of Incorporation of a Virginia Nonstock Corporation with the Virginia State Corporation Commission (SCC). You can file this document online or by mail. The articles of incorporation cost $75 to file. Once filed with the state, your articles of incorporation officially create your Virginia nonprofit corporation, but truly preparing a nonprofit to pursue its mission involves several additional steps.
Starting a Virginia Nonprofit Guide:
- Choose your VA nonprofit filing option
- File the VA nonstock articles of incorporation
- Get a Federal EIN from the IRS
- Adopt your nonprofit’s bylaws
- Apply for federal and/or state tax exemptions
- Register as a Virginia charity
- Open a bank account for your VA nonprofit
- File the VA nonprofit annual report
Virginia Nonprofit Filing Options
Free PDF Download
Download the Virginia nonstock articles of incorporation. Fill out the form and submit to the state.
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Articles of Incorporation of a VA Nonstock Corporation
To incorporate a Virginia nonprofit, you must complete and file nonprofit articles of incorporation with the Virginia State Corporation Commission (SCC). See the document below and click on any number to see what information is required in the corresponding section.
Note, however, that Virginia’s form requires only the minimal provisions necessary to form a Virginia nonprofit corporation. If your nonprofit intends to seek 501(c)(3) tax-exempt status from the IRS, you will need to include additional language and provisions required by the IRS. Learn more at Northwest’s Guide to 501(c)(3) Tax-Exempt Status.
Run a name search on the Virginia Secretary of State’s website to make sure the name you’ve chosen for your VA nonprofit corporation is available. The official name of your VA nonprofit need not include a corporate ending, such as “incorporated” or “Inc.,” but the name must be distinguishable from other entity names on record with the State Corporation Commission, and the name cannot state or imply a business purpose other than those authorized by the state.
Indicate if your Virginia nonprofit will or will not have voting members. If your nonprofit’s members are divided into classes, either designate and describe those classes in your articles of incorporation (including the relevant rights of each class), or indicate that these provisions will appear in your nonprofit’s bylaws.
Indicate how your nonprofit will elect or appoint its directors. The state’s form includes three options: directors elect their own successors, members elect directors, and a third option that provides space for you to describe the election process relevant to your nonprofit. Importantly, your articles must answer this question. It isn’t sufficient to point to your nonprofit’s bylaws instead.
Name your nonprofit’s registered agent. This is the individual or business authorized to receive service of process (legal notices/lawsuits) on behalf of your nonprofit. Your Virginia registered agent must be either a) a Virginia resident who is either one of your nonprofit’s initial directors or a member of the Virginia State Bar; or b) a company authorized to do business in Virginia. When you hire Northwest to serve as your nonprofit’s registered agent, our name goes here.
List the Virginia street address of your nonprofit’s registered agent. When you hire Northwest, the address of our Virginia office goes here.
If your nonprofit will have directors upon formation, you must list their names and addresses here.
Lastly, include the names and addresses of each of your nonprofit’s incorporators (at least one). An incorporator doesn’t need to be part of your nonprofit. When you hire Northwest to incorporate your nonprofit, we’ll be your incorporator.
How Much Does It Cost to Incorporate a Virginia Nonprofit?
Virginia charges $75 to file nonprofit articles of incorporation. If filing online, there’s also a service fee of around 2.5%.
How Long Does It Take to Start a Virginia Nonprofit?
Virginia may take 28 days to process nonprofit articles of incorporation filed by mail, but the state usually processes online filings within 1 business day.
Does a Virginia Nonprofit Need a Registered Agent?
Yes, you’re required to appoint a Virginia registered agent for your nonprofit to receive service of process (legal notices) on its behalf. You can do the job yourself, appoint a willing friend or associate, or hire a business that offers registered agent services (like Northwest). If you decide to take on the job yourself, make sure you’re willing to list your Virginia residential or office street address on your nonprofit’s articles of incorporation—a document that goes into the public record. You’ll also need to be available at this Virginia address during normal business hours to receive service of process (legal notices) on behalf of your nonprofit.
When you hire Northwest, you can list our Virginia street address on your articles of incorporation, and you can leave the endless waiting to us. This helps protect your privacy, of course, but it also frees you up to manage and grow your nonprofit on your own terms.
Get a Federal Employer Identification Number (EIN)
Every nonprofit corporation needs a federal employer identification number (a FEIN or EIN) to open a bank account, apply for federal tax-exempt status, and otherwise navigate its dealings with vendors and potential donors. Once the state approves your Virginia nonprofits articles of incorporation, you can apply for an EIN at the IRS website, by fax, or by mail. Or you can add our convenient EIN service, for an additional $50 fee, when you hire Northwest.
Hold Your Organizational Meeting & Adopt Bylaws
Virginia requires your nonprofit to write and approve bylaws, but you would need bylaws even if they weren’t required. Bylaws are, after all, the place where your nonprofit spells out its internal rules, and it would be tough to make critical collective decisions without them. Who are your board members? How long will their positions last? How will directors get replaced? What are the different officers’ duties? What procedures will meetings follow? (And so on!) Questions like these require that your nonprofit’s essential practices get defined in advance.
Your nonprofit should adopt its bylaws at its first official meeting, either before or shortly after filing your nonprofit’s articles of incorporation with the Virginia State Corporation Commission. If your nonprofit intends to seek 501(c)(3) tax-exempt status with the IRS, hold your organizational meeting and ratify your bylaws before applying.
It isn’t easy to write bylaws, of course, but Northwest is here to help. When you sign up for our services, we provide a free adaptable template for writing nonprofit bylaws and numerous other free nonprofit forms to help get you started. Check out our free attorney-drafted nonprofit bylaws template!
Apply for Federal and/or State Tax Exemptions
Will My Virginia Nonprofit Be Tax Exempt?
Nonprofit corporations are not automatically tax-exempt, but it is possible to achieve 501(c)(3) federal tax-exempt status by submitting an Application for Recognition of Exemption to the IRS, paying a $275 or $600 filing fee (depending on your nonprofit’s size and nature), and waiting around 3-6 months while the IRS examines your organization’s structure, purpose, and finances. Section 501(c) of the Internal Revenue Code describes more than two dozen different types of tax-exempt organizations, but most nonprofits seek 501(c)(3) status for public charities and private foundations. If your Virginia nonprofit intends to seek 501(c)(3) status, make sure your Articles of Incorporation include a statement of purpose and dissolution clause using the specific language required by the IRS.
What About Virginia State Tax Exemptions?
If your nonprofit obtains federal tax-exempt status, it won’t have to pay the Virginia corporate income tax either. However, your nonprofit will need to apply to the Virginia Department of Taxation to obtain an exemption from the state’s sales tax. Learn more at Northwest’s guide to Virginia state tax exemptions.
Register as a Virginia Charity
Yes, if your nonprofit corporation will be soliciting donations, you must register as a Virginia charity. Either file a Registration Statement for a Charitable Organization, or a Virginia Exemption Application for a Charitable Organization, with the Virginia Division of Consumer Protection.
Open a Bank Account for Your Virginia Nonprofit
To open a bank account for your Virginia nonprofit, you will need to bring the following items with you to the bank:
- A copy of your Virginia nonprofit articles of incorporation
- A copy of your nonprofit’s bylaws
- Your Virginia nonprofit’s EIN
It’s wise to call your bank ahead of time to check its requirements. Some banks may require you to bring a resolution authorizing you to open a bank account in your nonprofit’s name (particularly if your nonprofit has several directors and/or officers).
File the Virginia Nonprofit Annual Report
What Is the Virginia Nonprofit Annual Report?
Virginia requires nonprofit corporations to submit an annual report each year. The annual report simply updates your nonprofit’s information as it appears on the state’s records (registered agent information, corporate name, and so on). The deadline for nonprofits always the last day of your nonprofit’s anniversary month, and the report comes with a $25 fee.
You can submit your nonprofit’s annual report by mail or online, but you can also add our Virginia Annual Report Compliance service, for an additional fee, when you hire Northwest.