Form A Virginia Corporation

If you're in business or thinking of starting a business, you should form a limited liability entity for your business that will protect you from potential liability as well as provide you with tax benefits that will allow you to keep more of the money you make. If you're unsure of whether it is worth forming a Virginia corporation or Virginia limited liability company, then read The Top 5 Reasons To Incorporate or Form An LLC.

This webpage will explain the process of forming a Virginia corporation. Forming a Virginia corporation is deceptively simple which leads some entrepreneurs to become incorporation do-it-yourselfer's or to use non-attorney document prep service. If you ask a document prep service or even other lawyers that do not practice corporate law in Virginia, you may be told that all you need to do is pick a name and submit articles of incorporation on the State Corporation Commission's fill-in-the-blank form. However, there is more involved to setting up a valid Virginia corporation that will protect you when you need it most.

The value of a corporation is in the limited liability it provides its owners (aka "shareholders"). In order to enjoy that limited liability, though, the corporation must be set up and run properly. Failure to do so can result in revocation of the corporate charter or an attempt by corporate creditors to "pierce the corporate veil" and attempt to hold the shareholder's liable for the corporation's debts.

To properly form a Virginia corporation, you should:

1. Pick a name that is available and that does not infringe upon the trademark rights of anyone else. All corporate names must be different than the name of any other corporation or LLC in Virginia and must end in "corporation," "incorporated," "company," "limited," or an abbreviation of these such as "corp.," "co.," or "inc." While you can search the Virginia State Corporation Commission records for name availability, it is important to know that approval of your name by the State Corporation Commission is not legal trademark clearance of your rights to use that name. A separate search should be done to make sure the proposed name does not infringe on someone else's trademark rights. This can be done at the United States Patent & Trademark Office website. When choosing a corporate name, it's also a good idea to see whether the domain name is available.
2. Prepare and file the articles of incorporation with the Virginia State Corporation Commission. The articles must contain specific information required by the Virginia Code (see 13.1-619 of the VA Code) as a bare minimum but should often contain more provisions dealing with indemnity and other issues.
3. Nominate a Virginia registered agent for the corporation. A registered agent is the person designated on the public records as the "go to" person for official communications to the corporation. Typical examples of these "official communications" are letters from the Virginia State Corporation Commission and service of process (lawsuits, employee garnishments, etc.) from the county sheriff and process servers. Fore more information about Virginia registered agents, and our registered agent services, visit our "Registered Agent" page.
4. Draft by-laws for the corporation. This is the step most often skipped by do-it-yourselfer's. All Virginia corporations are required to have by-laws (see Virginia Code 13.1-624). The by-laws are the "rules" by which the corporation operates and should be specific to your business. They must also be adopted correctly.
5. Prepare offers to purchase stock for all shareholders, setting forth the price and number of shares to be purchased.
6. Have an Organizational meeting and prepare meeting minutes. Once you have received the Certificate of Incorporation back from the Virginia State Corporation Commission, all of the shareholders should have an organizational meeting to adopt the by-laws, approve the articles, nominate and elect officers and directors, and approve other important actions to be taken by the corporation, such as banking resolutions and insurance purchases. These important organizational documents are evidence of the proper formation of the corporation and its treatment as a separate entity, all important if a future claim is made against the corporation and/or shareholders personally.
7. Obtain an Employer Identification Number ("EIN") from the IRS and decide whether to elect to be taxed as an "S" Corporation. The default form of taxation for corporation is the "C" Corp. or "double taxation" structure under which corporate revenue is taxed to the corporation and then distributions to shareholders are taxed again at the shareholder's personal level. Most start-up businesses benefit from making the "S" tax election.
8. On an ongoing basis, the corporation should be sure to have annual shareholder and director meetings and to file the required annual report with the Virginia State Corporation Commission on time.

We offer a variety of packages to help you with your corporate formation.  You can choose which is best for your situation:

1. We will draft and file your Articles of Incorporation with the State Corporation Commission and serve as your registered agent.  The Articles are customized for your situation and include additional protective language for the owners.  The total cost, including filing fee paid to the SCC, is $274.00.  Click here to order this package.
2. We will draft and file your Articles of Incorporation with the State Corporation Commission and serve as your registered agent.  We will also prepare By-laws and organizational meeting minutes for your new corporation.  The total cost for this package, including the filing fee paid to the SCC, is $374.00.  Click here to order this package.
3. We will draft and file your Articles of Incorporation with the State Corporation Commission and serve as your registered agent. We will also prepare By-laws and organizational meeting minutes for your new corporation, obtain a company record book for you with shareholder certificates, prepare up to 3 offers to purchase stock, and obtain your EIN from the IRS for the new corporation.  The total cost for this package, including the filing fee paid to the SCC, is $575.00. Click here to order this package.

This service is available to you regardless of where you are located. We work with entrepreneurs and business owners all over Virginia, across the United States, and internationally.

If you have any questions about our services, call us at 804-290-4330 or send an email to Corporation@VARegisteredAgent.com.  

DISCLOSURE: The information obtained in this website is for general information purposes only and should not be construed as legal advice. Each legal issue is different and the information contained on this website may not apply to your situation. No attorney-client relationship is formed by reading this website or by sending email to Virginia Professional Services, LLC.