Form a Nonprofit in Virginia
Everything you need to know about forming a Nonprofit in Virginia. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose and Reserve Your Organization Name
Search the Virginia SCC's business name database to confirm your desired nonprofit name is available and distinguishable from existing entities. You may optionally reserve the name for 120 days by filing a Name Reservation (Form SCC631) for a $10 fee.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Virginia who will accept legal and official documents on behalf of the nonprofit. The registered agent can be an individual Virginia resident or a registered commercial registered agent.
1-2 hours
File Articles of Incorporation
File Articles of Incorporation for a Virginia Nonstock Corporation with the Virginia State Corporation Commission using Form SCC819 online via the Clerk's Information System (CIS) or by mail. Include the organization's name, registered agent, purpose, and whether it will seek tax-exempt status.
1-2 hours
Draft and Adopt Bylaws
Create bylaws that govern the internal operations of the nonprofit, including board structure, officer roles, meeting procedures, voting rules, and conflict-of-interest policies. Bylaws are not filed with the state but are required for organizational compliance and IRS tax-exemption applications.
3-5 hours
What's Next After Filing
Once your Nonprofit is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting and Appoint Directors — Convene an initial organizational meeting of the incorporators or initial board of directors to adopt bylaws, elect officers, and conduct other foundational business. Document the meeting with formal minutes for your corporate records.
- •Obtain an EIN from the IRS — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost using Form SS-4 or through the IRS online portal. An EIN is required to open a bank account, hire employees, and apply for tax-exempt status.
- •Apply for Federal and State Tax Exemption — File IRS Form 1023 (or 1023-EZ for smaller organizations) to apply for federal 501(c)(3) tax-exempt status; Virginia automatically recognizes state income tax exemption once federal exemption is granted, though you may also need to register for Virginia sales tax exemption separately with the Virginia Department of Taxation.
Advantages
- ✓Eligible for federal 501(c)(3) tax-exempt status, exempting the organization from federal and Virginia state income taxes
- ✓Donors may receive tax deductions for contributions, significantly expanding fundraising capacity
- ✓Limited liability protection for directors, officers, and members from organizational debts and legal claims
- ✓Eligible for tax-exempt financing, government grants, and foundation funding not available to for-profit entities
Considerations
- •Profits cannot be distributed to founders, directors, or members — all surplus funds must be reinvested into the mission
- •Subject to extensive regulatory oversight including IRS compliance, annual reporting to the SCC, and charitable solicitation registration with VDACS
- •Formation and ongoing compliance can be time-consuming and complex, especially when preparing the IRS Form 1023 application and maintaining corporate governance records
Annual Obligations
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