Form an S-Corp in Virginia
Everything you need to know about forming an S-Corp 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 business name that complies with Virginia naming rules and includes a required designator such as 'Corporation,' 'Incorporated,' 'Corp.,' or 'Inc.' 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 (P.O. boxes are not allowed) who is available during regular business hours to receive legal and official documents on behalf of the corporation. This can be an individual Virginia resident or a registered commercial agent.
1-2 hours
File Articles of Incorporation with the Virginia SCC
Prepare and file the Articles of Incorporation (Form SCC819) with the Virginia State Corporation Commission, paying the $75 filing fee. The articles must include the corporate name, number of authorized shares, registered agent information, and incorporator details.
1-2 hours
Adopt Corporate Bylaws
Draft and adopt internal corporate bylaws that govern the corporation's operations, including rules for shareholder meetings, officer roles, voting procedures, and stock issuance. While not filed with the state, bylaws are a legally important internal document.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting & Issue Stock — Conduct an initial organizational meeting of incorporators or directors to approve bylaws, elect officers and directors, and authorize the issuance of stock to initial shareholders. Virginia S-Corps may have no more than 100 shareholders, all of whom must be eligible under IRS rules.
- •Elect S-Corporation Tax Status with the IRS — File IRS Form 2553 (Election by a Small Business Corporation) with the Internal Revenue Service to elect S-Corp federal tax treatment. This must be filed no later than 2 months and 15 days after the beginning of the tax year in which the election is to take effect.
- •Obtain EIN, Business Licenses & Open Bank Account — Apply for a federal Employer Identification Number (EIN) from the IRS, register for Virginia state taxes with the Virginia Department of Taxation, obtain any required local business licenses, and open a dedicated corporate bank account to maintain separation of business and personal finances.
Advantages
- ✓Pass-through taxation avoids federal corporate double taxation, with income and losses reported on shareholders' personal returns
- ✓Shareholders who are active in the business can reduce self-employment tax liability by splitting income between reasonable salary and distributions
- ✓Provides limited liability protection, shielding shareholders' personal assets from business debts and legal claims
- ✓Established, well-understood corporate structure that may lend credibility with investors, lenders, and partners compared to newer entity types
Considerations
- •Strict IRS eligibility requirements limit S-Corps to 100 shareholders, one class of stock, and only U.S. citizen or resident alien individual shareholders — no corporate or partnership shareholders allowed
- •More administrative burden than an LLC, including requirements for bylaws, annual meetings, corporate minutes, and stock records to maintain liability protection
- •Virginia's annual registration fee and mandatory compliance filings add ongoing costs and administrative responsibilities that sole proprietors and partnerships avoid
Annual Obligations
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