How Much Does It Cost to Form a VA Corporation?
Legal business registration — and maintaining compliance — involves necessary expenses and investment. Some of these costs are payable to the VA State Corporation Commission, while others are due to additional state entities or the federal government.
Please note that fees for a State of Virginia business license or permit may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Virginia Corporation Filing Fees
When starting a business in Virginia State, you’ll need to file a form and pay a filing fee. Here are the current Virginia corporation filing fees and times:
When you use Bizee to register a business in Virginia, we charge you the state filing fee and forward it to the State Corporation Commission when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Bizee can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
Virginia Foreign Corporation Registration
Before you can bring an arm of your business from another state into Virginia, you must request Virginia Foreign Qualification. This means the state gives you permission to conduct business there.
To request registration of a Virginia Foreign Corporation, you must complete an Application for Certificate of Authority and pay a filing fee of $25. An entrance fee must also be paid which is dependent on the number of shares your corporation has:
Foreign Qualification to Operate in Another State
If you plan to expand your Virginia corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Bizee provides a complete Foreign Qualification service for all states.
Virginia Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. Virginia requires an annual report to be filed once a year along with an annual registration fee. This annual report and fee will be filed with and paid to the VA State Corporation Commission.
You are required to complete your annual report online via the Clerk's Information System. There is no fee for the filing of your annual report, however corporations are required to pay a minimum of $100 in annual registration fees. To determine how much your corporation is required to pay, consult the Annual Registration Fee Schedule provided by the SCC.
Last day of anniversary month of incorporation.
*Minimum according to shares
State of Virginia Business License and Permit Requirements
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
Operating your corporation without the required State of Virginia business license can leave you vulnerable to risks, such as fines from local, state and federal governments.
You can research these permits and licenses yourself, or use Bizee’s Business License Research Package, which includes:
- A complete report on all the licenses, permits and tax registrations your corporation will need
- The applications you'll need to file with the local, state and federal licensing authorities
You are required to have Virginia corporation bylaws if you form a corporation in the state. You don't need to file them with the Virginia State Corporation Commission, but make sure you have them with your business documents and by all means, continue to follow them.
This document outlines rules for carrying out tasks related to managing your corporation including, but not limited to:
- the number of directors the corporation has
- how they'll be elected, their qualifications and the lengths of their terms
- when, where and how your board of directors can call and conduct meetings
- voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Drafting a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other VA Corporation Filing Requirements and Fees
The State of Virginia requires you to complete a few more tasks before you can begin conducting business.
In Virginia, the board of directors must elect a secretary, and may elect others as the president, vice president, secretary, treasurer, etc. One individual may hold more than one office simultaneously.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every Virginia corporation must sell stock to its shareholders. The Articles of Incorporation must authorize the sale of at least one class of share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
Corporations in Virginia are required to hold an annual meeting, however if you fail to do so, the Code of Virginia Title 13.1, Chapter 9, § 13.1-654 states, "The failure to hold an annual meeting at the time stated in or fixed in accordance with the corporation's bylaws does not affect the validity of any corporate action."
Change the Registered Agent
If your corporation is based in Virginia, then you must have a Registered Agent in the state. You'll need to appoint one when you file your Articles of Incorporation. You can also change to a new Registered Agent later by submitting the change online at no cost to you.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 120 days with the State Corporation Commission by filing a form and paying a fee of $10. First, conduct a VA corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the Virginia business forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to make an Amendment to your Articles via the Clerk's Information System. The fee for this amendment is $25 however if you wish to increase your shares you must pay an additional charter fee. You can do this yourself or Bizee can do it for you.
You'll need to file an Amendment when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Articles of Incorporation
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, including Virginia, this proof is provided with a Certificate of Good Standing.
If you need to prove you have met your commitments, you may obtain a Certificate of Good Standing from the State Corporation Commission. You can do this by downloading one from the Clerk's Information System. Simply follow the guidelines provided by the SCC and pay a fee of $6.
The information listed above details many of the fees a standard corporation will be required to pay in Virginia. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the Virginia taxes page.