How to Incorporate in Virginia

Filing fee: $75 minimum ($25 Articles of Incorporation filing fee + $50 minimum charter fee for up to 25,000 authorized shares)

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State agency: Virginia State Corporation Commission (SCC) — Clerk's Office

Annual report due: Annual registration fee due by the last day of the month in which the corporation was incorporated

State tax rate: 6% corporate income tax rate

To incorporate in Virginia, you file Articles of Incorporation with the Virginia State Corporation Commission (SCC). The minimum state fee is $75 — a $25 filing fee plus a $50 charter fee for up to 25,000 authorized shares. You can file online through the SCC's Clerk's Information System (CIS) or by mailing paper documents to the SCC Clerk's Office.

Your corporation doesn't legally exist until the SCC accepts your Articles of Incorporation. That means getting the filing right the first time matters — a rejected filing delays your start date and can mean refiling fees.

• Choose a corporate name that's distinguishable from existing Virginia business entities and includes a required designator like "Corporation," "Incorporated," "Company," or an accepted abbreviation

• Decide how many shares to authorize — this affects your charter fee

• Appoint a registered agent with a physical Virginia street address

• File Articles of Incorporation online at cis.scc.virginia.gov or by mail to the SCC Clerk's Office

• Pay the state filing fee ($75 minimum for up to 25,000 authorized shares)

• Apply for an Employer Identification Number (EIN) with the IRS after the SCC approves your filing

• Register with the Virginia Department of Taxation if your corporation will collect sales tax or have employees

Your Virginia corporation name must be distinguishable from every other business entity already on record with the SCC. It also needs to include a corporate designator — "Corporation," "Incorporated," "Company," "Limited," or an accepted abbreviation of one of those words.

Before you file, search the SCC's Business Entity Search tool at cis.scc.virginia.gov to check whether your proposed name is available. When you search, leave out the designator ("Inc.," "Corp.," etc.) and search the core words only — that way you'll catch names that are similar but not identical.

A name that clears the SCC search isn't automatically protected as a trademark. If your brand matters to you, a trademark search is worth doing separately before you file.

Every Virginia corporation must maintain a registered agent with a physical street address in Virginia — a P.O. box doesn't qualify. The registered agent receives official legal and government correspondence on behalf of your corporation, including service of process if your business is ever sued.

You have 3 options for who can serve as your registered agent in Virginia. An individual Virginia resident who is an officer, director, or Virginia-licensed attorney. A business entity authorized to transact business in Virginia that maintains a business office at the registered address. Or a professional registered agent service.

Most business owners use a registered agent service rather than listing themselves. Your registered agent's name and address become part of the public record — using a service keeps your personal address off that record and ensures someone is available during business hours to receive documents.

A Virginia corporation must have at least 1 director, who must be a natural person but doesn't need to be a Virginia resident. Your Articles of Incorporation must state the number of authorized shares, the registered agent's name and address, and the name and address of each incorporator.

If your corporation will have more than 1 class of shares, the Articles of Incorporation must describe the preferences, limitations, and relative rights of each class. Most small corporations start with a single class of common stock to keep things straightforward.

When you file Articles of Incorporation in Virginia, your corporation is a C Corporation by default. A C Corp is taxed as a separate entity — the corporation pays corporate income tax, and shareholders pay tax again on dividends. Virginia's corporate income tax rate is 6%.

An S Corporation isn't a separate entity type — it's a federal tax election you make with the IRS after your corporation is formed. With S Corp status, the corporation's income passes through to shareholders' personal tax returns, avoiding the double taxation that applies to C Corps. To elect S Corp status, you file IRS Form 2553 after the SCC approves your Articles of Incorporation.

S Corp status comes with restrictions: no more than 100 shareholders, all shareholders must be U.S. citizens or residents, and only 1 class of stock is allowed. If you're planning to raise outside investment or eventually go public, a C Corp is the structure investors expect.

The minimum cost to incorporate in Virginia is $75 — a $25 Articles of Incorporation filing fee plus a $50 charter fee for up to 25,000 authorized shares. The charter fee increases by $50 for each additional 25,000 authorized shares above that threshold.

After formation, Virginia corporations pay an annual registration fee to the SCC. The fee is due by the last day of the month in which your corporation was incorporated each year. Missing this deadline can put your corporation's good standing at risk — the SCC can administratively dissolve a corporation that doesn't pay.

Plus, if your corporation has employees or collects sales tax, you'll need to register with the Virginia Department of Taxation. The Virginia Economic Development Partnership (VEDP) also offers incentive programs for qualifying businesses — worth reviewing once your corporation is active.