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Virginia Corporation Service We’re Just Not Annoying®

How to Start a Corporation in Virginia

To start a Virginia corporation, you must file Articles of Incorporation with the State Corporation Commission and pay a $75 minimum filing fee. While this filing creates your business, it’s really just the first step to launching your Virginia corporation. The complete steps to incorporating in Virginia are as follows:

  1. File Virginia Articles of Incorporation
  2. Pay the Virginia State Corporation Commission a minimum of $75
  3. Wait to receive your Certificate of Incorporation
  4. Get a federal tax ID (EIN) for the corporation
  5. Create Virginia corporate bylaws
  6. Take these documents to the bank and get a Virginia corporate bank account
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Virginia Articles of Incorporation free download. When you're done filling out the form, submit it to your state.

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Documents & Forms

How to File Virginia Articles of Incorporation

To form a Virginia corporation, you file the Articles of Incorporation in the following steps:
Step 1 Choose a name for your new corporation
Step 2 Decide how many shares of stock to authorize
Step 3 Decide if you want to hire a registered agent service to minimize public disclosures
Step 4 Decide if you’d like to publicly list your address and phone number
Step 5 Choose directors for your corporation
Step 6 Choose an incorporator to sign and submit your Articles
Step 7 File online and pay with a credit card (fastest) or mail to the State Corporation Commission, Office of the Clerk, PO Box 1197, Richmond VA 23218-1197 with a check or money order

How Long Does it Take to Start a Virginia Corporation?

1

Fastest: 1 Day

File your Virginia Articles of Incorporation yourself online and receive your approval right away.

1

Almost Fastest (and some might say better): 1 Day

Filing yourself may be fast, but it’s not so easy. Hire Northwest, and we make filing a breeze. Just answer a few simple questions about your business, sit back, and let our Corporate Guides do the rest.

7+

Archaic: 1-3 Weeks

Mail your paper filing. In 1-3 weeks, the SCC will eventually take the time to manually enter all your data and process your filing.

What is the Cost of 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 of 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 Northwest to form your Virginia corporation, and your total out-the-door cost is $301.95 for corporations with up to 25,000 shares. Our price includes state fees, a full year of registered agent service, and loads of forms and tools to help you get your corporation up and running.

How Much Does a Corporation in Virginia Cost Each Year?

At least $100. This is the minimum annual registration fee required along with your Virginia Annual Report.

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What is a Virginia Annual Report?

Your Virginia Annual Report is a form you file each year to confirm or update your basic ownership and contact information (such as your directors and registered agent). Note that if you make any director or officer changes, you can’t file online—you’ll have to request your form from the Clerk’s Office and mail your report, so be sure to give yourself plenty of time.

The fee you pay ranges from $100 to a whopping $1,700—it 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—and after 4 months, the SCC will dissolve your corporation. Yikes.

Avoid these late fees and penalties with Northwest as your registered agent. We’ll help you stay in compliance by sending you report reminders. Or, for $100 plus state fees, you can hire us to prepare and submit your Virginia Annual Report on behalf of your corporation.

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What are the Taxes for a Virginia Corporation?

Virginia’s corporate net 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.

Virginia’s sales tax rate is 4.3%. Local areas can tack on additional sales taxes, so customers at the counter tend to pay between 5% and 6% in total. Most major cities (Virginia Beach, Norfolk, Chesapeake, Arlington, etc.) have a 6% total sales tax rate.

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Is a Registered Agent Required for a Virginia Corporation?

Yes, your corporation must appoint and maintain a Virginia registered agent. Your agent must be available to accept legal notifications at the Virginia street address that you list in your public incorporation documents, like your Articles of Incorporation.

So who can be an agent? Authorized businesses and individual Virginia residents. You can even be your own agent—if you don’t mind publicly listing the address where you’ll be. Public filings are a goldmine of data for solicitors, data-sellers and general busybodies, meaning your privacy will take a bit of a hit (and you’re sure to end up on a bunch of mailing lists). As an agent, you’re also supposed to be regularly available at the address you list. If you have meetings to attend, errands to run and investors to woo, you may not want to be stuck at your desk.

That’s why many corporations choose to hire a registered agent service like Northwest. We’ve been providing expert registered agent service to Virginia corporations for years. We list our Virginia address in your public documents (instead of yours), and we’re ready and waiting there so that you’re free to run your business from wherever you are—whether that’s hobnobbing in DC or hiking Shenandoah.

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Virginia Corporation Versus Virginia LLC:

When it comes to state filing fees, a Virginia corporation can easily cost much, much more than an LLC—depending on how many authorized shares you have. For instance, corporations with a million shares would shell out $2,525 to form and $1,700 a year in annual registration fees. LLCs, on the other hand, pay a flat $100 to form and $50 a year.

So why would anyone form a corporation in Virginia? Corporations have advantages for certain kind of businesses. In particular, because they have stock, they have more flexibility for raising capital or attracting more cautious investors with preferred stock. Corporations can also become publicly-traded, so if you have Wall Street dreams, you may want a corporation. LLCs are a little simpler, making them easier for small businesses and new business owners to operate.

Leaning more towards an LLC? Let us help. Here’s information on starting an LLC in Virginia.

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Do I Need a Tax ID Number (EIN) for a Virginia Corporation?

Absolutely. The IRS requires your corporation to get an EIN for federal tax filings, and Virginia localities typically require your EIN to register for BPOL taxes. You can fill out the IRS’s EIN application and submit it for free.

Or, if you’d rather save some time and paperwork, you can hire Northwest to get your EIN for you. You don’t even need an extra form—just tick the box that says “EIN service” during checkout when you sign up for our Virginia incorporation service.

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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.

Does a Virginia Corporation Need Bylaws?

Absolutely. Starting a business in Virginia is a lot like driving in Virginia. Some days, you’re backed up on the 495. Other days, you’re starting down a section of the Blue Ridge Parkway just to find it closed off from storm damage. Or, maybe a handful of VCU students are just standing out in the middle of the street, having too good of a time to notice you trying to navigate around them.

In much the same way, your corporation is going to hit a few roadblocks every now and then too. Little ups and downs are usually pretty manageable, assuming you took the time to iron out all the details for your corporation’s policies and procedures in your bylaws.

When you run into those inevitable obstacles, you need to know what to do and who’s in charge. Who’s authorized to sign a contract or open a bank account? How many board members are needed to vote on a resolution? How are board members and officers replaced? What classes and series of shares come with voting rights? Who can call a meeting? If your policies and procedures are neatly in place, a little problem is less likely to stop you in your tracks.

Creating bylaws is essential—but where do you begin? Northwest can help you get started on the right foot. When you hire us to form your Virginia corporation, we give you free corporate bylaws. We also give you free resolutions, meeting minutes templates and more—everything you need to organize your corporation. Check out the free corporate forms we provide to help corporations form and maintain their businesses.

Virginia Articles of Incorporation Requirements

Business Name

Your name must include “Corporation,” “Incorporated,” “Company,” “Limited” or an abbreviation for one of these words. Tip: Want to keep it short and sweet? Most corporations go for “Corp” or “Inc.”

Authorized Shares

List how many shares you’re creating. Note that the fees for both the Articles of Incorporation and your Annual Report are based on the number of shares you authorize. If you have multiple classes or series of shares, you’ll also need to attach a description with the name, number, rights and limitations of each share type.

Registered Agent

List either a business (but not your own) or an individual Virginia resident (such as yourself or someone in your corporation). Tip: Wouldn’t it be wild if we didn’t recommend Northwest at this point?

Registered Office

This Virginia street address is where your agent will be available to accept legal notifications for your business. Like all the information in your Articles, this address will become part of the permanent public record of your corporation. Tip: When you hire Northwest, our Virginia address goes 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.

Directors

List the names and addresses of your initial directors. 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 signs your Articles of Incorporation. You must have at least one incorporator, and all incorporators must include their names, addresses and signatures. Your incorporator doesn’t have to be a director or officer—just someone you authorize to submit your Articles. Tip: We’ll be your incorporator when you hire Northwest to form your Virginia corporation.

Phone Number

Including your phone number is optional—and if you include it, you’ll almost certainly end up with a flood of telemarketers since public documents attract data-sellers like moths to a flame. Long story short, think twice before publicly listing your number.

Corporate Compliance
by Local Corporate Guides®