How to Start a Corporation in Virginia
Forming a Virginia corporation can be done by choosing a registered agent and filing the Articles of Incorporation with the Virginia State Corporation Commission. You will also need to hold an organizational meeting in order to create your corporate bylaws and appoint your initial directors.
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Step 1: Name Your Virginia Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Virginia Corporation
Choosing a business name is the first step in starting a corporation.
1. Virginia naming guidelines:
Your corporation’s name will need to comply with the following guidelines:
- Must contain the word “corporation,” “company,” or “incorporated.” Keep in mind that suitable abbreviations can be used instead (e.g., Corp, Inc, Co, etc.).
- Must be distinguishable from the names of other corporations that have been formed in Virginia — as well as foreign corporations that are registered to transact business in the state.
- Cannot contain language that implies or states that the corporation will conduct special kinds of business (e.g., trusts, banking, insurance coverage, etc.) if it does not actually intend to conduct such business.
- Cannot contain the word “redevelopment” unless the business entity is an urban redevelopment corporation as specified in Chapter 190 of the Acts of Assembly Act.
- Cannot contain any words — or abbreviations — that suggest that the corporation is a different business entity (e.g., limited liability company, limited liability partnership, LLC, etc.).
For more information, you can read more with the Virginia state statute about corporation naming guidelines and the State Corporation Commission’s FAQ.
2. Is my corporation name available in Virginia?
Your Virginia corporation name must be unique and distinguishable from other business names in Virginia. Use the Virginia State Corporation Commission’s Business Search Portal to determine if your desired business name is available.
3. Is the URL available?
Before registering your Virginia corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Virginia Registered Agent
You must appoint a Virginia registered agent when registering your corporation with the Virginia State Corporation Commission.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Virginia registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your Virginia corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
The Articles of Incorporation form issued by the Virginia State Corporation Commission can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must either add an additional sheet or compose your own Articles of Incorporation.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.
Step 4: File the Virginia Articles of Incorporation
You will need to file the Virginia Articles of Incorporation to set up a corporation in Virginia. You may file it by mail, in person, or online with the Virginia State Corporation Commission. The filing cost is $25. You also must pay a charter fee:
- Corporations issuing 1 million or fewer authorized shares: $50 for every 25,000 shares or fraction thereof
- Corporations issuing more than 1 million authorized shares: $2,500
This document will cover the basics of your corporation, including:
- Corporate name and address
- Corporate registered agent name and street address
- The number of authorized shares the corporation is allowed to issue
- Name(s) and address(es) of the initial corporate director(s)
- Incorporator(s) name(s) and signature(s)
The Articles of Incorporation form issued by the Virginia State Corporation Commission can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must either add an additional sheet or compose your own Articles of Incorporation.
File the Virginia Articles of Incorporation
Option 1: File Online With the Virginia State Corporation Commission
File Online- OR -
Option 2: File the Articles of Incorporation by Mail
Download FormFiling Fee: $25
Charter Fee:
- 1 million or fewer authorized shares: $50 for every 25,000 shares or fraction thereof
- More than 1 million shares: $2,500
Mailing Address:
State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218-1197
Step 5: Get an EIN for Your Virginia Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
Virginia State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Virginia Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the Virginia Department of Taxation's website. This allows a business to collect sales tax.
Virginia Employer Taxes
If you hire employees, you will need to register for Virginia employer taxes through the Virginia Employment Commission's website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Virginia Corporation Licenses and Permits
To operate your corporation in Virginia, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Virginia Business License guide.
File the Virginia Corporate Annual Report
Your corporation must file the Virginia Corporate Annual Report with the State Corporation Commission by the last day of the 12th month after its incorporation and every year afterwards. You can file the report online or request a paper copy.
There is no filing fee for the annual report, but there is a yearly registration fee based on the number of your corporation’s authorized shares. Read the State Corporation Commission’s fee schedule for more information.
Corporate Dissolution & Virginia Good Standing
How to Get a Virginia Certificate of Good Standing
A Certificate of Good Standing verifies that your Virginia corporation was legally formed and has been properly maintained.
You may order a Virginia Certificate of Good Standing online or by mail. To request a certificate online, you will need to have an account and log in to the State Corporation Commission website. There is no specific form for a written request made by mail. The fee is $6.
Order a Certificate of Good Standing
Option 1: Request a Certificate Online From the Virginia State Corporation Commission
Request Online- OR -
Option 2: Request a Certificate by Mail
Read InstructionsFee: $6
Mailing Address:
Clerk’s Office, State Corporation Commission
P.O. Box 1197
Richmond VA 23218
How to Dissolve a Corporation in Virginia
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are six main steps to close your Virginia corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the Articles of Dissolution with the Virginia State Corporation Commission (if your corporation already issued shares and conducted business)
- File the Articles of Termination with the Virginia State Corporation Commission
- Close your federal and state business tax accounts with the IRS and Virginia Department of Taxation
- Close your business bank accounts
File Dissolution Documents
Virginia corporations have two options for filing dissolution documents: one if you have yet to issue shares and one if you already issued shares.
Articles of Termination of Corporate Existence by Initial Directors or Incorporators
If your corporation has yet to issue shares, you may file the Articles of Termination of Corporate Existence by Initial Directors or Incorporators with the Virginia State Corporation Commission. You may do this online or by mail. The fee is $10.
Articles of Dissolution and Articles of Termination
If your corporation already issued shares, you must file a joint document: the Articles of Dissolution and Articles of Termination of Existence. You may do this online or by mail. The total filing fee for the two documents is $20.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
Virginia Corporation FAQ
Your total cost will depend on whether you become your own registered agent or use a registered agent service, as well as on the number of shares available:
- 1 million or fewer authorized shares: $50 for every 25,000 shares or fraction thereof
- Over 1 million shares: $2,500
There is also a $25 Articles of Incorporation filing fee that needs to be paid irrespective of your corporation’s authorized share number.
An LLC is a pass-through entity that is taxed in a similar way to a sole proprietorship and a general partnership.
On the other hand, corporations are subject to significant scrutiny when it comes to how they can operate on a day-to-day basis and are taxed twice (income tax on dividends and corporation tax requirement).
Generally, we recommend always forming an LLC unless you are interested in attracting venture capitalists.
Depending on the time of the year and the number of filing requests being handled, the Virginia State Corporation Commission should process your Articles of Incorporation in 3 to 10 business days.
Having said that, there are several expedited services that you can pick for online filings, including next and same-day delivery.
Starting a corporation is undoubtedly more difficult than forming other business structures.
Nevertheless, you should be able to start a corporation relatively easily and will only need to complete the basic following steps:
- Choose a business name
- Find a registered agent
- File the Articles of Incorporation
- Hold an organizational meeting
We recommend reading our How to Start a Corporation in Virginia article for more information.
Yes. Starting an LLC in Virginia is generally faster, simpler, and less expensive than starting a corporation.
This is because more steps are needed in order to form a corporation (e.g., hold an organizational meeting, appoint initial directors, etc.). Corporations are also harder to maintain.
See our How to Run a Corporation article for more information.