To incorporate in Virginia, you file Articles of Incorporation with the State Corporation Commission (SCC), the state agency that handles all business entity filings. The process can be completed online or by mail, and the state moves relatively quickly compared to many others. Here’s what you need to prepare, what it costs, and how to work through each step.
Choose a Corporate Name
Your corporation’s name must include a designator that signals it’s a corporation. Virginia law requires one of the following words or abbreviations: “Corporation,” “Incorporated,” “Company,” “Limited,” or their shortened forms “Corp.,” “Inc.,” “Co.,” or “Ltd.” You can place the designator anywhere in the name, though most businesses put it at the end.
The name also has to be distinguishable from any other business entity already on file with the SCC. You can check availability through the SCC’s free online business name search tool before filing.
Virginia restricts certain words. Your corporate name cannot imply that you’re a different type of entity, so including “LLC” or “Limited Liability Company” in a corporation’s name is not allowed. Words like “bank” and “trust” are off-limits unless you’ll actually be in the banking or trust business. The same applies to “engineer,” “architecture,” and “land surveying,” which require the corporation to be lawfully engaged in those professions. You also cannot use “United States,” “national,” “Federal,” or “reserve” if the business operates in banking, insurance, brokerage, or similar financial fields.
Appoint a Registered Agent
Every Virginia corporation must have a registered agent with a physical address in the state (no P.O. boxes). The registered agent receives legal documents and official correspondence on behalf of your corporation, including service of process if the company is ever sued.
To qualify as a registered agent in Virginia, a person must be a Virginia resident, available at the registered office during normal business hours, and meet one of two qualifications: either be a member of the Virginia State Bar, or hold a management role in the business entity (such as an officer or director of the corporation). You can serve as your own registered agent as long as you meet these requirements.
If you don’t have a Virginia address or prefer not to handle the responsibility yourself, you can hire a third-party registered agent service or a law firm. These services typically charge between $50 and $300 per year. One important rule: a corporation cannot act as its own registered agent.
Prepare Your Articles of Incorporation
The Articles of Incorporation is the founding document you file with the SCC. Virginia requires a few specific pieces of information in this document:
- Corporate name. The full legal name with the required designator.
- Authorized shares. The number and type of shares the corporation is authorized to issue. You’ll specify whether you’re issuing one class of stock or multiple classes, and if multiple, the rights and preferences of each class. Many small corporations authorize a simple structure like 1,000 shares of common stock.
- Registered agent and office. The name of your registered agent and the physical Virginia street address of the registered office.
- Incorporator information. The name and address of at least one incorporator, the person filing the articles. The incorporator doesn’t have to be a future officer, director, or shareholder.
You can also include optional provisions. Some incorporators add clauses establishing a staggered board of directors (where only a portion of directors are elected each year), cumulative voting rights for shareholders, or rules allowing shareholders to take action without a unanimous vote. These optional clauses aren’t required but can be harder to add later, so consider your governance preferences before filing.
File with the SCC
You can submit your Articles of Incorporation to the Virginia SCC online through their Clerk’s Information System or by mailing paper forms to their office in Richmond. Online filing is faster and generally the preferred method.
The standard filing fee for Articles of Incorporation in Virginia is $75. If you need expedited processing, the SCC offers same-day or 24-hour service for an additional fee. Standard processing typically takes a few business days for online filings and longer for mailed submissions.
Once the SCC approves your articles, your corporation officially exists. You’ll receive a certificate of incorporation confirming the filing.
Set Up Your Corporate Structure
After the SCC approves your filing, you need to organize the corporation internally. This step doesn’t involve the state, but it’s essential for operating legally and maintaining your corporate status.
Hold an organizational meeting (or take action by written consent) to adopt bylaws, elect your board of directors, appoint officers, and authorize the issuance of stock. Bylaws are the internal rules governing how the corporation operates, covering topics like meeting schedules, voting procedures, and officer responsibilities. Virginia doesn’t require you to file bylaws with the state, but you should keep them with your corporate records.
At this meeting, you’ll also want to authorize opening a corporate bank account and address any initial business decisions. Keep minutes of the meeting in your records. Maintaining clean documentation of corporate decisions is one of the key ways you preserve the liability protection that incorporation provides.
Obtain an EIN and Business Licenses
Your new corporation needs an Employer Identification Number (EIN) from the IRS. This is a federal tax ID that functions like a Social Security number for your business. You can apply for free on the IRS website, and for domestic applicants, the number is issued immediately online.
Depending on your industry and location, you may also need state or local business licenses. Virginia requires most businesses to register with the Virginia Department of Taxation, and many localities impose their own business license requirements. The specific licenses you need depend on what the corporation does and where it operates.
Ongoing Compliance Requirements
Virginia corporations must file an annual report with the SCC each year. The annual report fee is $100 for stock corporations. The report is due by the last day of the month in which the corporation was originally incorporated (so if you file in June, your annual report is due each June). Missing the deadline can result in penalties, and prolonged noncompliance can lead the SCC to automatically terminate your corporation’s existence.
You’re also responsible for keeping your registered agent information current. If your agent’s address changes or you switch to a new agent, you need to file an update with the SCC. Virginia corporations must maintain a registered agent at all times.
If your corporation will have employees, you’ll need to register for Virginia employer taxes, including income tax withholding and unemployment insurance, through the Virginia Department of Taxation and the Virginia Employment Commission.