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 for your corporation that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Corp.,' 'Inc.,' or 'Co.' Search the Virginia SCC's business name database to confirm availability before filing.
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical street address in Virginia (P.O. boxes are not accepted) who is available during normal business hours to accept legal and official documents on behalf of the corporation. The agent can be an individual Virginia resident or a business entity authorized to do business in Virginia.
1-2 hours
File Articles of Incorporation
Prepare and file Articles of Incorporation with the Virginia State Corporation Commission, including the corporate name, number of authorized shares, registered agent information, and incorporator details. Filing can be completed online via the SCC's Clerk's Information System (CIS) or by mail with a $75 filing fee.
1-2 hours
Appoint Directors and Hold Organizational Meeting
After the SCC approves your Articles of Incorporation, the incorporators must appoint the initial board of directors and hold an organizational meeting to adopt bylaws, issue initial shares of stock, and elect corporate officers. Document all actions with meeting minutes.
2-4 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Draft Corporate Bylaws — Create corporate bylaws that govern internal operations, including procedures for shareholder and board meetings, voting rights, officer roles, and dividend policies. While bylaws are not filed with the state, they are legally required under Virginia law and should be kept at the principal office.
- •Obtain an 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. Use the EIN to open a dedicated corporate bank account to maintain the corporate veil and separation from personal finances.
- •Register for State Taxes and Obtain Licenses — Register with the Virginia Department of Taxation for applicable state taxes including corporate income tax, sales tax, and employer withholding if you have employees. Obtain any required local business licenses or industry-specific permits from the relevant city or county government.
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 regardless of ownership changes, death of shareholders, or transfer of shares
- ✓Potential tax advantages through S-Corp election, deductible employee benefits, and income splitting strategies
- ✓Enhanced credibility with customers, vendors, and financial institutions compared to unincorporated businesses
Considerations
- •Potential for double taxation at the C-Corp level — profits taxed at the corporate rate (6% state) and again as dividends to shareholders
- •More complex and costly to form and maintain than an LLC, requiring bylaws, board meetings, and formal record-keeping
- •Greater administrative burden including annual reports, meeting minutes, and shareholder resolutions to maintain corporate formalities
Annual Obligations
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