To form a corporation in Virginia, you need to take the steps set forth below. To find out what’s required to form a corporation in any other state, see Nolo’s 50-State Guide to Forming a Corporation.
1. Choose a Corporate Name
Your corporation's name must contain the word "Corporation," "Incorporated," "Company" or "Limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd."
Your corporation's name must be distinguishable from the names of other business entities already on file with the Virginia State Corporation Commission, Office of the Clerk. Names may be checked for availability at the Virginia business name database.
You may reserve a name for 120 days by filing an Application for Reservation or Renewal of a Corporate Name with the Virginia State Corporation Commission. The reservation must be filed by mail. The filing fee is $10.
2. Prepare and File Articles of Incorporation
Your corporation is legally created by filing Articles of Incorporation with the Virginia State Corporation Commission. The articles must include the: corporate name and address; name and address of agent for service of process; number of shares the corporation is authorized to issue; name and address of each incorporator; name and address of board of directors. The articles may be filed online or by mail. The filing fee is based on the number of shares the corporation is authorized to issue. The minimum fee is $75 for up to 25,000 shares; the maximum is $2,525 for more than 1 million shares. See the Division of Corporation's fee schedule for more details.
3. Appoint a Registered Agent
Every Virginia corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. The registered agent may be (1) a Virginia resident who is: an initial director of the corporation or a member of the Virginia State Bar; or (2) a corporation, limited liability company, or registered limited liability partnership authorized to do business in Virginia. The registered agent must have a physical street address in Virginia. The agent should agree to accept service of process on your corporation's behalf prior to designation.
4. Set Up a Corporate Records Book
Set up a corporate records book in which you keep all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Keep your corporate records book at the principal office of your corporation. You can use a three-ring binder as the corporate records book or you can order a special corporate records kit through a corporate kit supplier.
5. Prepare Corporate Bylaws
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo’s website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
6. Appoint Initial Corporate Directors
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
7. Hold Your First Board of Directors Meeting
The first meeting of the corporation's board of directors should be held at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. It is usually necessary to prepare the minutes over one or two weeks, and then send them to all the directors for their signature. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
8. Issue Stock
Issue stock to each shareholder. Although not legally required in most states, small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger. A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock.
However, the federal government and all states exempt most small corporations from these laws. For example, federal
law exempts "private offerings": a non-advertised sale to a limited number of people (generally 35 or fewer); most states have enacted their own versions of this SEC exemption. Visit your sate securities office website for information about your state's securities laws. Links to all such offices can be found at the Contact Your Regulator web page of the North American Securities Administrators Association.
9. Comply with Virginia Annual Report Requirements
Each Virginia corporation and each foreign corporation authorized to transact business in Virginia is required to file an annual report in the Office of the Clerk by the last day of the 12th month after it was incorporated or issued a certificate of authority, and this date in each year thereafter. The annual report can be filed online through SCC eFile or on a form furnished by the Corporation Commission. To obtain a preprinted annual report form to complete and file, provide the requested information on the Electronic Forms Request page
10. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements apply to your corporation. These include:
EIN: Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details.
Business Licenses: Depending on its type of business and where it is located, your corporation may need to obtain other local and state business licenses.
11. Foreign Corporations Doing Business in Virginia
All corporations organized outside of Virginia must register with the Virginia Corporation Commission to do business in Virginia. Foreign corporations must appoint a registered agent for service of process physically located in Virginia. To register, file an Application for a Certificate of Authority to Transact Business in Virginia. The application may be filed online at the Virginia New Entity Formation web page, or by mail. The filing fee is based on the number shares the corporation is authorized to issue, plus $25. The fee for 1 million or fewer shares is $75 for each 25,000 shares or a fraction thereof; the fee for more than 1 million shares is $2,500. The application must be filed by mail.
The completed application must be accompanied by a less than one-year-old certified or otherwise authenticated copy of the corporation's original articles of incorporation or similar document from its home state, along with all amendments and corrections to it. The certificate of the Secretary of State or similar official must indicate that the copy of the articles is a “true and correct copy” of the official records, or words to that effect. A Certificate of Existence/Fact/Good Standing is not sufficient.
Before filing the application, make sure the corporation's name is available in Virginia by checking the Virginia business name database. If the name is not available, the corporation must adopt a designated name for use in Virginia. State the “for use in Virginia” name in parentheses on the first line of the application, following the corporation's real name.