Form a Corporation in Virginia
Everything you need to know about forming a Corporation in Virginia. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name that includes a corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Limited,' or an abbreviation thereof. Use the Virginia SCC's business name search tool to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Virginia who is authorized to accept legal documents on behalf of the corporation. The agent can be an individual Virginia resident or a registered business entity authorized to do business in the state.
15 minutes
File Articles of Incorporation
Prepare and file the Articles of Incorporation with the Virginia State Corporation Commission, including the corporate name, registered agent information, number of authorized shares, and incorporator details. File online via the SCC's Clerk's Information System (CIS) or by mail with the $75 base filing fee.
1-2 hours
Create Corporate Bylaws
Draft internal bylaws that govern the corporation's operations, including rules for shareholder meetings, board of directors structure, officer roles, and voting procedures. While not filed with the state, bylaws are legally required under Virginia law and must be kept at the corporation's principal office.
2-4 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting — Conduct an initial organizational meeting of the board of directors to adopt bylaws, elect officers, authorize the issuance of stock, and address other foundational corporate matters. Record formal minutes of this meeting for your corporate records.
- •Obtain EIN and Open a Bank Account — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost, which is required for tax filing, hiring employees, and opening a business bank account. Open a dedicated corporate bank account to maintain separation between personal and business finances.
- •Register for Virginia Taxes and Obtain Licenses — Register with the Virginia Department of Taxation for applicable state taxes, including corporate income tax and sales tax if selling taxable goods or services. Obtain any required local business licenses from your city or county, and secure industry-specific permits as needed.
Advantages
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal judgments
- ✓Ability to raise capital by issuing multiple classes of stock and attracting investors, including venture capital
- ✓Perpetual existence — the corporation continues to exist regardless of ownership or leadership changes
- ✓Eligibility to elect S-Corp tax status to avoid double taxation and pass income through to shareholders
- ✓Enhanced credibility with customers, vendors, and financial institutions compared to unincorporated entities
Considerations
- •Subject to double taxation as a C-Corp — corporate profits taxed at the entity level and again when distributed as dividends to shareholders
- •More administrative complexity and formality required, including mandatory bylaws, board meetings, and maintaining corporate minutes
- •Higher formation and ongoing compliance costs compared to LLCs, including annual report fees and registered agent costs
Annual Obligations
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