Virginia Incorporation: Everything You Need to Know
A Virginia incorporation is used to create a separate legal entity for your business.3 min read
A Virginia incorporation is used to create a separate legal entity for your business. Corporations in Virginia are established by shareholders, who elect an incorporator to start the incorporation process of a Virginia business, resulting in a legal entity for the business separate from the owners as individuals.
An incorporator is the person who is responsible for executing and signing the articles of incorporation, and he or she will deliver them to the Virginia SCC for filing. Then the incorporator will organize the corporation. Corporations in the state are governed by the Code of Virginia — Title 13.1, Chapter 9, which is the Virginia Stock Corporation Act.
To set up a corporation, you can start by doing a free name search online to pick an available name before you file for your new business. To file your articles of incorporation in Virginia, the cost is $25 plus $50 for every 25,000 shares or a fraction thereof. To file articles of incorporation for an LLC, it will cost $100 in Virginia.
Forming Your Corporation
Your business name must include some information that identifies it as a corporation. This can include the full word or an abbreviation with a period:
- Corporation or Corp.
- Incorporated or Inc.
- Company or Co.
- Limited or Ltd.
The name you choose cannot have words in parentheses, nor can it contain any prohibited words or a phrase that could imply that it conducts any other business outside of what is stated in the Articles of Incorporation, which is the document you need to file in order to create the corporation. The name also can't be confusing or too similar to another domestic or foreign-qualified corporation.
Virginia sets forth rules and requirements for corporate directors:
- Corporations are required to have one or more directors.
- Director names and addresses must be included in the Articles of Incorporation.
Unlike some other states, Virginia does not require that you be of a certain age to be a director, nor is there a provision specifying where a director must live.
Articles of Incorporation
The Virginia State Corporation Commission takes about seven days to process articles of incorporation if you opt to file by paper. Same-day service is available for an added fee of $200 or next day air for an additional $100.
You have two options if you prefer to file online:
- Upload a PDF copy of your Articles of Incorporation on the Virginia SCC website, which saves processing time.
- File the Articles of Incorporation online via the E-File system, which is an option for basic simple filings. You can't use the E-file system for more complex corporations, like ones with non-common shares.
As a reminder, there are a number of things your Articles of Incorporation must include:
- How many shares you are authorizing.
- Names and addresses of your corporate directors.
- Name and signature of the elected Virginia incorporator.
- Your registered agent's name and address.
- Office location for your Virginia corporation.
Virginia may not approve your articles of incorporation if there is missing information. A rejection will mean a delayed effective date because the state does not process a rejection with the original submission date. If your articles of incorporation are accepted, it still does not guarantee your corporate name is not conflicting with other trade names, is free of errors or omissions, or that there is sufficient language that will allow you to apply for 501(c)(3) status.
Registered Agent in Virginia
Your registered agent is the person or business that is willing to receive service of process, like a lawsuit notice, or any other official government or legal documents for your corporation. A registered agent can be:
- A resident of Virginia and an initial director of your corporation.
- Someone who is a resident of Virginia and also a member of the Virginia State Bar.
- Domestic or foreign corporation (stock or non-stock), LLC, or registered LLP that is authorized to do business in Virginia.
You must include the street address of your registered agent, which should be a business location. The address can also be a rural route or box number, but post office boxes are only accepted under limited circumstances. Also, include the county name or independent city where the registered office is physically located. In Virginia, independent cities and counties are separate local jurisdictions. If your registered agent is an initial director, you must include the names and addresses of all your initial directors.
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