How to Start a Virginia Corporation

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Choosing to start a Virginia corporation opens the door to a number of possibilities for you as a business owner. After all, the Commonwealth of Virginia has consistently ranked among the best states to do business, and a corporation is a well-established and prestigious form of legal business entity. Starting a corporation in Virginia the right way can be a little tricky, though. Below we’ve put together a step-by-step guide to help you out:

• What to do before you incorporate in Virginia
• Filling out and submitting Virginia articles of incorporation
• Next steps after forming your Virginia corporation

We emphasize the right way to start a Virginia corporation because failure to incorporate in Virginia correctly and properly can result in an attempt by corporate creditors to “pierce the corporate veil” in an effort to hold shareholders liable for the corporation’s debts. An easy way to avoid that is to hire local experts focused solely on the ins and outs of Virginia corporations. That’s all we do here at Virginia Professional Services LLC.

What is the difference between an LLC and a corporation in Virginia?

Both LLCs and corporations are legal business entities. In Virginia, those entities are registered with the Virginia State Corporation Commission (SCC). Both members (LLC owners) and shareholders (corporation owners) gain limited liability through the formation of these business entities. Also, both LLCs and corporations can elect to be taxed as an S Corporation, which comes with special tax advantages. There are, however, a few common differences:

• Corporations: Corporations often appeal to larger companies because these entities have a well-established structure and corporate formalities that can make large-scale management easier. Additionally, companies looking for outside investors often choose corporations, due to the relative ease of selling shares and raising capital.In Virginia, it’s useful to note that formation and annual report fees are based on the number of authorized shares, so companies with more than 5,000 shares will incur higher fees.
• LLCs: Small business owners, however, might opt to form a limited liability company precisely because it offers a more flexible and less formal approach to business. Additionally, while initial filing fees may be higher, a Virginia LLC only pays a flat annual state fee of $50 (our registered agent clients get an annual report reminder and the option to have us submit for them).

As for choosing Virginia to incorporate? Simply put, Virginia business is perennially ranked among the top—if not the top—states for business climate.

How to Incorporate in Virginia

To incorporate in Virginia, your main requirements are to appoint a registered agent, file your Virginia Articles of Incorporation with the Virginia State Corporation Commission, and pay associated filing fees. Of course, there are a few more details to take into account if you want set up your Virginia corporation properly. Below is a detailed breakdown.

Before You Set Up a Corporation in Virginia

Before you set up a corporation in Virginia, it’s essential to ensure you’ve chosen a business name and designated a registered agent.

• Name Your Corporation. If you are going to register a business with the state, you will need to choose a unique business name. You can use the Virginia SCC business entity search to check if your business name is available. It is also important to remember that your business name must end in one of the following corporation designators:
  • “Corp.” or “Corporation”
  • “Inc.” or “Incorporated”
  • “Co.” or “Company”
  • “Ltd.” or “Limited”
• Designate a Registered Agent. A registered agent is the person designated on the public records as the “go to” person for official communications to the corporation. Your registered agent could be a person or company with a physical address in Virginia where they hold normal business hours to accept service of process and official correspondence. Typical examples of “official correspondence” are letters from the Virginia State Corporation Commission and service of process (lawsuits, employee garnishments, etc.) from the county sheriff and process servers.

The naming is up to you, but if you are looking for a registered agent service to handle your mail needs, visit our “Registered Agent” page. We not only set up corporations in Virginia but also serve as local registered agents with a robust suite of professional business services.

Form a Corporation in Virginia

After you’ve named your corporation and designated a registered agent, it’s time to officially register your business with the state. Here are the steps you will need to take:

• Fill Out Your Articles of Incorporation. This part is pretty straightforward. Filing Virginia Articles of Incorporation requires some key information about your business:
  • Corporate name
  • Authorized shares (Your corporation must have at least one share, and you can distribute shares later on at your organizational meeting.)
  • Registered agent name
  • Registered agent address
  • Principal address (This cannot be a PO box. The address does not have to be located in the state.)
  • Initial Directors (the individuals who serve as directors immediately after incorporating and typically until shareholders hold their first organizational meeting)
  • Virginia incorporator’s name and signature (the incorporator is the person or business filing the document.)
• Submit Your Articles of Incorporation. Once you’ve filled out your Articles of Incorporation, you must file them with the Virginia State Corporation Commission and pay the filing fee. For the filing fee, the state charges $25 and an additional charter fee based on the number of authorized shares your Virginia corporation has. The charter fee is $75 (including the $25 filing fee) for up to 25,0000 shares. For each additional 25,000 shares after that, your fee goes up another $50. The good news is that the charter fee is capped at $2,500 once shares exceed a million.

Now, as for submitting your articles, you have three options:

• Online: SCC Clerk’s Information System
• By Mail: Virginia State Corporation Commission Clerk’s Office P.O. Box 1197 Richmond, VA 23218
• By Hand: Virginia State Corporation Commission 1300 E. Main Street, 1st floor Richmond, VA 23219

Or you could hire us to form your corporation for you. As straightforward as it is to do all of the above, the information you file with the Virginia SCC becomes part of the permanent public record. That means junk mail, unsolicited salespeople, and attempts to sell your information. When you hire us, there’s no need to list your personal information on the Articles of Incorporation, as we will serve as your registered agent and organizer and provide free use of our business address to help secure your privacy.

After Incorporating in Virginia

You’ve tackled the most important part: protecting your personal assets and embracing the advantages of incorporating in Virginia. Before you dive into business though, there are some additional steps to take in order to ensure a smooth business operation and help prevent anyone trying to “pierce the corporate veil” through litigation:

• Hold an Organizational Meeting. This is your company’s first official meeting after legally forming your corporation in Virginia. This is the time to adopt bylaws, appoint officers, and conduct any other initial business. Be sure to record meeting minutes and keep them as part of your corporate records.
• Draft Corporate Bylaws. Corporate bylaws are the internal rules that govern how your business will operate. These bylaws dictate how decisions will be made and who will make those decisions, and most corporations will adopt these during the organizational meeting. All Virginia corporations are required to have corporate bylaws as per Virginia Code 13.1-624. Corporate bylaws are an essential part of confirming the legitimacy of your corporation to banks and investors, and strong corporate bylaws can reinforce your liability protection by demonstrating that your business is a distinct legal entity. For all of the above reasons, we provide our clients free Virginia bylaw templates to use as a jumping off point.
• Obtain an EIN. An EIN (employer identification number) is a unique number issued by the IRS that corresponds to your corporation’s tax filings. Corporations are required to obtain an EIN for their federal tax filings. It is also fairly standard for Virginia localities to require an EIN to register for Business, Professional and Occupational License (BPOL) taxes—not to mention you may be asked for an EIN when opening a bank account or applying for a loan. Most business can apply for an EIN through the IRS EIN application portal.
• File BOI Report with FinCEN. After your corporation is registered with the state and has a tax ID, it will be subject to a Beneficial Owner Information (BOI) report. (For the year of 2024 only, this deadline has been extended to up to 90 days after formation). Companies incorporated on or after January 1, 2024 must file within 30 days of incorporation. Companies incorporated before 2024, have until the end of 2024 to complete their no-cost filing and do not have to include company information. The BOI report must be filed to the Financial Crimes Enforcement Network (FinCEN) as mandated by the Corporate Transparency Act (CTA). The company information required for companies started in 2024 or later includes: the company name and any trade, fictitious, or DBA names, jurisdiction of incorporation, and current address. All company reports, regardless of when the company was formed, require beneficial owner (anyone who owns at least 25% of the company, or plays a decision-making role, such as the CEO or board members), and company applicant (anyone who files on behalf of the company, or directs the filings be made) individual details. Those details include: full legal name, date of birth, residential address, and a copy/photo of an identifying document with an ID number, the jurisdiction where it was issued, and the ID photo. Details reported on the BOI are kept private and secure and are not made available to the public.
• Open a Corporate Bank Account. This is perhaps the most crucial step because it truly fortifies the separation between your personal assets and your corporation’s. While forming a corporation in Virginia already affords you personal asset protection, a litigious enough attorney can pierce the corporate veil if you mingle your personal and bank assets. Here’s what you’ll need to open bank account for your Virginia corporation:
  • Your Virginia Articles of Incorporation
  • Your corporate bylaws
  • Your corporation’s EIN
• File Virginia Reports. As we mentioned above, Virginia corporations must file an annual report each year. Your Virginia Corporation Annual report is due the last day of the month your company was incorporated or registered in Virginia. That means if you incorporated in Virginia on September 10th, your Annual Report will be due on or before September 30th in subsequent years. Note: If the last day of the month falls on a weekend or holiday, your annual report must be submitted to the Virginia SCC before the last business day of that month.
• Pay Annual Registration Fees and Corporate Taxes. Virginia corporations are subject to an annual registration fee based on the total number of authorized shares (see Virginia SCC’s Annual Registration Fee Schedule). Corporations formed in Virginia are also subject to a corporate net income tax (a flat rate of 6%), and certain municipalities require a BPOL tax as well (varies by business). You can register with Virginia Tax online.

We know that incorporating in Virginia is a bit of a headache. Remember, the reason business owners choose a to form a corporation rather than an LLC is because the highly structured and procedure-based nature of corporations makes them more attractive to investors and far easier to scale.

You can do everything on your own, but if you want to be certain that every single box is checked in forming and maintaining your Virginia corporation, hire us today. Our process is fast, simple, and comprehensive thanks to our local Virginia business filings specialists and registered agents.

Tired of all the federal filings on top of state filings? We offer a range of federal filing options for our clients. This includes the new mandatory BOI report filing—you can add it on for an additional $25 and our expert filers will take care of the rest!

Why Us?

This is your business. You want things done right. That’s where we come in—we can handle all of the documents for incorporating in Virginia, ensuring that you can enjoy all of the benefits of a Virginia corporation. What separates us from other business formation services, though, is that we include the following:

• Free use of our business address to safeguard your personal information
• Free limited mail forwarding with paid options available
• Your company’s entire business presence complete with a custom domain name, email address, and private phone line
• A secure online account through which you’ll get timely annual report reminders to keep you in compliance with the Virginia State Corporation Commission

Our local filings complete and submit Articles of Incorporation for our registered agent clients for $175, which includes the state filing fees. Our registered agent service is $125 a year. We are not just another business formation service that files your articles and collects mail as your registered agent. We offer a comprehensive, premier Virginia incorporation package that includes everything you’ll need as a modern business owner. For anything else, you can always reach out to our local business filings experts.