How to Incorporate in Virginia

Virginia State Corporation Commission – Office of the Clerk
PO Box 1197
1300 East Main Street
Richmond, VA 23218-1197

804.371.9733 telephone

Statutory Authority: Virginia Stock Corporation Act — Va. Code § 13.1-9 (2013)

Virginia Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Prepare “Expedited Service Request” if applicable.
4. Prepare a Letter of Transmittal.
5. Submit the completed documents, along with a photocopy and your filing fees, to the Virginia State Corporation Commission.

Virginia Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Virginia:

1. Company name
2. Number of authorized shares
3. Registered agent name and type
4. Registered office street address
5. Name and address of each initial director
6. Signature and printed name of each incorporator

Virginia Incorporation Fee Schedule

Application for Reservation or Renewal of Reservation of a Corporate Name: $10.00
Articles of Incorporation Charter Fee: $50.00 minimum (based on 1,000,000 or fewer authorized shares)
Articles of Incorporation Filing Fee: $25.00
Application for Certificate if Authority to /transact Business in Virginia Charter Fee: $50 minimum (based on 1,000,000 or fewer authorized shares)
Application for Certificate if Authority to /transact Business in Virginia Filing Fee: $25.00
Expedited Service: $200.00 – Same day, $100.00 – Next day
Certified Copy: $3.00 plus $.50 per page
Annual Report: No fee
Annual Registration: $100.00 minimum (Based on number of authorized shares)
Articles of Termination/Dissolution: $10.00

Company Name

Your company name must end with a corporate designator. In Virginia the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Virginia State Corporation Commission’s website to confirm availability of your company name.

If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation or Renewal of a Corporate Name” and paying a name reservation fee of $10.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Virginia requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Virginia resident or active Virginia business entity that has a Virginia street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Virginia resident and have a Virginia street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Virginia corporation. Nevertheless, Virginia permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.
9. Pay an Annual Registration Fee.

Registering as a Foreign Entity

1. Complete the “Application for a Certificate of Authority to Transact Business in Virginia.”
2. Attach a certified copy of the corporation’s Articles of Incorporation, including all amendments and mergers, filed in the corporation’s state of incorporation, authenticated within the past 12 months by the official having custody of corporate records in the state under whose law it is incorporated.
3. Submit the completed documents, along with the filing fees, to the Clerk of the Virginia Corporation Commission.

Dissolving a Virginia Corporation

1. If your company has not commenced business or issued shares, you must complete the “Articles of Termination of Corporate Existence.”
2. If your company has commenced business and issued shares, you must complete the “Articles of Dissolution” and “Articles of Termination of Corporate Existence.”
3. Make sure all fees and penalties due to the Corporation Commission have been paid.
4. Submit the appropriate documents, along with the filing fees, to the Clerk of the Virginia Corporation Commission.

How to Incorporate in Virginia
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