How to Form a Virginia Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, meaning they're formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a Virginia nonstock corporation. Then you must apply for tax-exempt status from the IRS and the Commonwealth of Virginia.

While the requirements for forming nonprofits vary, you can generally follow the steps below to create your Virginia nonprofit. If you'd like a helping hand with the registration process, you can use our online nonprofit formation service to set up your nonprofit.

1. Choose a Name for Your Virginia Nonprofit Corporation

When choosing a name for your nonprofit, you'll need to follow Virginia's laws for nonprofit corporation names. For more information on requirements and restrictions for nonprofit names, see the business entity names webpage on the Virginia State Corporation Commission (SCC) website.

Your Nonprofit Name Must Be Distinguishable

Under Virginia law, the name of your nonprofit corporation can't be the same as or too similar to an existing business's name on record with the SCC. The SCC has a name check availability feature that lets you see whether your proposed name is available for use in Virginia. (Va. Code § 13.1-829 (2025).)

Reserve Your Nonprofit's Name

You can reserve an available name for your nonprofit for 120 days. You can renew the reservation for another 120 days by filing for a renewal within 45 days of your name reservation's expiration. You're not required to reserve a name. This step is optional. (Va. Code § 13.1-830 (2025).)

You can reserve your nonprofit name online using the SCC's Clerk's Information System (CIS). Alternatively, you can mail a paper copy of the reservation application (Form SCC631) to the SCC. As of 2025, the filing fee to reserve a name for your nonprofit is $10.

Register Your Nonprofit's Fictitious Business Name (DBA)

When conducting business, you don't have to use your nonprofit's legal name registered on its articles of incorporation. Instead, you can use a different name for your business—sometimes called a "fictitious name," "alternate name," "DBA," (short for doing business as), or "trade name."

If your nonprofit uses a fictitious name in Virginia, you must file a Certificate of Assumed or Fictitious Name - Business Conducted by an Entity with the SCC. You can file the certificate online through CIS or mail a paper copy to the SCC. As of 2025, the fee to register an assumed name in Virginia is $10.

(Va. Code §§ 59.1-69 and following (2025).)

2. Appoint the Initial Directors for Your Nonprofit Corporation

Every Virginia corporation must have a board of directors unless the nonprofit's members agree to eliminate the board of directors. But it's typically helpful to have a governing body for your nonprofit.

If the members don't have an agreement otherwise, Virginia law requires that your nonprofit have at least one director. Moreover, the IRS prefers nonprofits seeking tax-exempt status to have at least three directors. You should try to appoint an odd number of directors to prevent voting ties.

For the most part, your corporation's articles of incorporation or bylaws can outline specifics for directors, such as:

• the number of directors (it can be a set number or a range)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

(Va. Code §§ 13.1-853 and following (2025).)

3. Prepare and File Your Nonprofit Articles of Incorporation

You create your nonprofit entity by filing Articles of Incorporation of a Virginia Nonstock Corporation with the SCC. Your articles of incorporation must include the following information:

• the name of your nonprofit
• if the nonprofit will have no members, a statement to that effect
• if the nonprofit will have members, a designation of each class of members, including the qualifications and rights of each class, or a statement that this information will be set out in the nonprofit's bylaws
• if members won't elect or appoint the directors of the nonprofit, a statement as to how directors (and ex officio directors, if any) will be elected or appointed, and
• the name and street address in Virginia of the nonprofit's initial agent for service of process (called a "registered agent").

You can name initial directors for the nonprofit in your articles but you're not required to do so in Virginia.

(Va. Code § 13.1-819 (2025).)

Include IRS-Specific Nonprofit Language in Your Articles of Incorporation

To receive tax-exempt status from the IRS, you'll need to have certain specific language in your articles, including:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon dissolution.

The SCC has an articles of incorporation form on its website you can fill out to create your nonprofit corporation. But the fillable form only includes the basic state requirements for a Virginia nonstock corporation. You'll need to attach the IRS-specific nonprofit language to your articles.

For more guidance, the IRS has published suggested language for corporations to use in their articles of incorporation. You can also find sample language for these clauses approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Articles of Incorporation With the SCC

You can use the nonstock corporation articles of incorporation form the SCC provides for your nonprofit. The form is accompanied by instructions to help you fill out your articles. Complete and mail your articles to the SCC following the instructions provided.

You can also file your articles online through CIS. As of 2025, the filing fee for articles of incorporation for a Virginia nonstock corporation is $75.

4. Prepare Bylaws for Your Virginia Nonprofit Corporation

Another step in forming your nonprofit is drafting bylaws for your nonprofit corporation that comply with Virginia law. Your nonprofit's incorporators or board of directors must adopt initial bylaws for your corporation. (Va. Code § 13.1-823 (2025).)

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

You don't need to file your bylaws with the state—this document is your internal operating manual.

For more information on this nonprofit formation document, see our article about articles of incorporation, bylaws, and organizational minutes.

5. Hold a Meeting of Your Board of Directors

After you incorporate your nonprofit, you should hold a board meeting. Your first board meeting is usually referred to as the "organizational meeting of the board."

If initial directors are named in your articles, then they'll hold this meeting at the call of a majority of the directors. If initial directors aren't named, then the incorporators must hold the meeting at the call of a majority of the incorporators.

The board or incorporators should take such actions as:

• electing the directors (if none have yet been elected)
• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.

(Va. Code § 13.1-822 (2025).)

After the meeting is completed, create meeting minutes that accurately record the actions taken by the board. You should set up a corporate records binder for your nonprofit to hold important documents such as your articles of incorporation, bylaws, and meeting minutes.

6. Apply for an EIN From the IRS

Your nonprofit corporation must obtain a federal employer identification number (EIN). You'll need an EIN to complete your application for federal tax exemption (discussed below).

You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

7. Obtain the Necessary Business Licenses

Depending on the type of activities your nonprofit intends to carry on and where it's located, your nonprofit might need to obtain local and state business licenses or permits. Virginia, like most states, doesn't require a general business license to operate in the state. But most cities require businesses to have a general license to operate within city limits. In addition, your nonprofit might need to apply for certain tax, professional, occupational, or other regulatory licenses.

Read our article on how to get a small business license in Virginia for more details about licensing and permitting requirements in the state. For local licenses, check with the clerk for the city or town where the nonprofit's primary office is located (or county if it's in an unincorporated area). For state license information, check out the Business One Stop website provided by Virginia's Department of Small Business and Supplier Diversity.

8. Obtain Your Federal and State Tax Exemptions

Now that you've created your nonprofit corporation, you can obtain your federal and Virginia state tax exemptions. Here are the steps you must take to obtain your tax-exempt status.

Some nonprofits decide to reach out to a business or tax attorney at this stage. While you can form a nonprofit on your own, you might also find it useful to consult with a legal or tax professional. A business lawyer can help you complete the necessary steps to form and manage your nonprofit.

File Your Form 1023 Federal Tax Exemption Application

To obtain federal tax-exempt status from the IRS, you'll need to complete and file IRS IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits—those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000—are eligible to use the streamlined 1023-EZ application.

See the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

Virginia State Tax Exemptions

Nonprofits who receive 501(c)(3) tax-exempt status from the IRS are automatically exempt from Virginia's income tax. However, your nonprofit must apply for an exemption from Virginia state sales and use taxes with the Virginia Department of Taxation (Virginia Tax).

You can apply for sales and use tax exemption using Virginia Tax Nonprofit Online. You can also download Form NP-1 and mail it to Virginia Tax. To apply for sales and use tax exemption, your nonprofit must already be exempt from federal income tax. You'll also need to include proof that your nonprofit is in compliance with Virginia's fundraising and contributions laws. You'll need to provide other information and might need to meet other requirements. You can find detailed guidance on Virginia Tax's nonprofit organizations webpage.

For information and filing requirements for exemptions from income, property, sales, and other state taxes, see the Virginia Tax website. You should also contact your city or county assessor about local tax exemptions.

Other State Reporting and Registration Requirements

If your nonprofit intends to solicit contributions or have funds solicited on its behalf, you must file an initial registration statement (Form 102). You must file this statement with the Office of Charitable and Regulatory Programs (OCRP), an office within the Virginia Department of Agriculture and Consumer Services (VDACS), before soliciting funds. You must also file subsequent annual registrations with the OCRP and pay a registration fee.

You can find extensive information related to Virginia's registration requirements, including forms, answers to frequently asked questions, and relevant laws on the charitable solicitation page of the VDACS website.

If your nonprofit plans to solicit or receive donations in other states, then you might have nonprofit filing and reporting obligations in those states as well. For more information about fundraising registration requirements in all 50 states, see Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).

9. File Your Nonprofit's Annual Report With the SCC

Each Virginia corporation (including nonprofits) must file an annual report with the SCC. The report is due each year by the last day of the month you incorporated your nonprofit. For example, if you filed your articles of incorporation for your nonprofit on July 2, then your annual report would be due each year by July 31. (Va. Code § 13.1-936 (2025).)

You can file the report online through CIS. There's technically no fee associated with the annual report.

However, you'll need to pay an annual registration fee for your nonprofit each year. The fee is due by the same date as your annual report. As of 2025, the fee for nonstock corporations is $25. (Va. Code § 13.1-936.1 (2025).)

Creating and maintaining a nonprofit in Virginia is no easy task. You'll need to be aware of the state's nonprofit laws as well as the IRS requirements. For specific guidance on nonprofit questions and issues, see our sections on starting a nonprofit corporation and managing a nonprofit.