How to Incorporate in Virginia

Every Virginia business must have a unique name that isn’t being used or claimed by another business in the state. If you’re having trouble coming up with a name, try using our Business Name Generator to gather ideas. You’ll need to follow a few naming rules, which you can read about in detail on the Virginia Corporation Names page.

Once you’ve picked a name, you’ll need to make sure it’s available in Virginia. To see whether another company in the state is using your preferred business name, use our tool to do a Virginia entity search.

You can also carry out a name search via the Clerk’s Information System (CIS).

All VA corporations must have a designated address. It could be your residential address (if you’re running the company from your home), a building where your office is located or any physical address of your choice. The address can be outside the state of Virginia and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Bizee can provide you with a Virginia virtual mailbox where we’ll receive your mail, scan it and upload it for your online review. This can be especially helpful if you run a home-based business and don’t want your home address published as part of your business public record.

Someone who receives official correspondence and is responsible for filing reports with the Virginia State Corporation Commission (SCC) is known as a Registered Agent. Every Virginia corporation is required to have a Registered Agent.

You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Virginia is a person, they must have a physical street address in Virginia and must be present during business hours to receive important documents on behalf of your company. You’ll appoint your Registered Agent when you file your Articles of Incorporation with the SCC and formally create your corporation.

All of Bizee’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we’ve received on your behalf.

Once you’ve gathered all the information for your corporation, you’ll need to file your Articles of Incorporation with the State Corporation Commission. This will officially create your business.

You may choose to file your Articles of Incorporation online via the Clerk’s Information System which may be an easier process. Or, you can mail or deliver the form to the Office of the State Corporation Commission, or Bizee can file it on your behalf. The VA Corporation filing fee is $75.

You only need to file your Articles of Incorporation in Virginia once, but once every year thereafter, you’ll also need to file an annual report and pay an annual registration fee to the State Corporation Commission in VA. Bizee can remind you about this every year, or we can do it for you if you have us handle the paperwork.

*Minimum according to shares

You’ll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Bizee can get one for you as part of the VA corporation creation process.

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states legally require companies to create bylaws, and the state of Virginia is one of them. You don’t need to file your bylaws with the State Corporation Commission, but keep them with your other business records.

Regardless of legalities, it’s always a good idea to write and follow bylaws to protect your business from any future changes and events.

When you file to start a corporation, by default, it’s a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A Virginia C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won’t enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

Technically, an S Corporation isn’t a business entity the way LLCs and C Corporations are. It’s a tax filing status. An LLC or a C Corporation can be an S Corporation. It’s just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your Virginia C Corporation to be treated as a Virginia S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your tax advisor or accountant to determine whether this is your best option. Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Some states, including Virginia, allow certain occupations to form Professional Corporations. The Code of Virginia Title 13.1, Chapter 7, § 13.1-543 defines a Professional Corporation in Virginia as:

"...a corporation whose articles of incorporation set forth a sole and specific purpose permitted by this chapter."

Check with the VA State Corporation Commission (SCC) to confirm whether your business should and can be a Professional Corporation.

If your business operates in another state and you want to expand into Virginia — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about Virginia Foreign Corporation registration.

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Depending on the kind of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A Virginia LLC is usually a better option for a smaller business. It’s easier to set up, but it still offers you certain advantages you’d get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.Regardless of which direction you decide to go, we can help you with your Virginia business registration.

Learn more about limited liability companies.

These are the simplest types of businesses to set up. That’s because there’s no real setup to do. If you don’t choose to form a separate business entity, by default, you’ll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don’t recommend them.

Compare business entity types to decide which one is best for you.

You’ll find plenty more insight and guidance on the other pages of this guide, including:

Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as income and sales, and federal taxes such as income and self-employment.

Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.