How to Form a Nonprofit in Virginia

Two people forming a nonprofit in Virginia

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Starting a 501(c)(3) nonprofit in Virginia is easy, just follow these easy steps:

If you’ve been thinking about starting a 501(c)(3) nonprofit in Virginia, you have come to the right place. We have developed this comprehensive guide to help you not only start a nonprofit in Virginia, but also make it successful. 

In this guide, you’ll find everything you need about starting your Virginia nonprofit, including information on how to name your nonprofit, file Articles of Incorporation and how to apply for IRS tax-exempt status. Just follow these 8 easy steps below:

Step 1: Name Your Virginia Nonprofit
Step 2: Appoint a Virginia Registered Agent
Step 3: Select Your Board Members and Officers
Step 4: File the Virginia Articles of Incorporation
Step 5: Draft Bylaws and Conflict of Interest Policy
Step 6: Conduct an Organizational Meeting
Step 7: Get an EIN
Step 8: Apply for a Virginia State Tax ID
Step 9: Applying for Exemption from Federal (501(c)(3) status) and State taxes

Step 1: Name Your Virginia Nonprofit

The name you select for your nonprofit will establish its brand. It is the first thing most people will learn about your organization. It is important to pick a name that both aligns with your mission and follows the rules for naming in your state.

Virginia Nonprofit Naming Guidelines

The name of you pick for your organization must not include:

  • Words or phrases that might make the general public think your nonprofit was created to conduct any kind of business other than what they’ve been authorized to conduct.
  • Any words or terms that could be considered grossly offensive 
  • The word redevelopment, unless it complies with Chapter 190 of the 1946 Acts of Assembly

The name need not include an organizational designation, such as “Inc.”, “Ltd.”, “Incorporated”, or “Company” 

You can read the Secretary of State's official guidelines for the complete rules on naming a Virginia-based organization.

To learn more, read our How to Name a Nonprofit in Virginia guide.

 

Is the Website Domain Name Available?

If you plan to have a website for your organization, you will want to make sure that a suitable URL is currently available on GoDaddy.

You may want to buy any URLs you are interested in, to make sure they are available when you are ready to finalize and create your website.

Find a Domain Now

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After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Step 2: Appoint a Virginia Registered Agent

A nonprofit corporation in Virginia is required to have a registered agent with a Virginia address.

What is a Registered Agent? A registered agent is an individual or business entity responsible for receiving important legal documents on behalf of your business. Think of your registered agent as your business' point of contact with the state.

Learn more about registered agents.

Incfile provides the first year of registered agent service free with nonprofit formation ($49 + State Fees)

To learn more, read our Virginia Registered Agent guide.

Step 3: Select Your Board Members and Officers

The directors of a nonprofit are responsible for overseeing the operations of the organization. The directors come together to form a board.

The officers of a nonprofit (such as the president or the secretary) are individuals with responsibilities, and the authority to execute based on their job descriptions.

Together, the officers and the board will come together to make up the organizational structure of your nonprofit.

The organization structure of your nonprofit in Virginia MUST include:

  • At least 3 directors not related to each other

To learn more, read our guide on how to select board members for your nonprofit.

Step 4: File the Virginia Articles of Incorporation

To become a nonprofit corporation in Virginia you must file the Articles of Incorporation with the State of Virginia. 

In order to qualify for 501(c)(3) status, the organization’s purpose must explicitly be limited to one or more of the following:

  • Charitable
  • Religious
  • Scientific
  • Literary
  • Testing for public safety
  • Fostering national/international amateur sports competition
  • Preventing cruelty to animals/children

You will need to mail the following to the State Corporation Commission:

State Corporation Commission
Office of the Clerk
PO Box 1197 
Richmond, VA 23218-1197

To learn more, read our guide on How to File the Virginia Articles of Incorporation.

Step 5: Draft Bylaws and Conflict of Interest Policy

There are two documents that will be central to the running of your nonprofit:

Bylaws: These are the rules that determine how your organization will be governed and run.

Conflict of Interest Policy: These are the rules set to ensure that decisions being made for the nonprofit are based on what is best for the organization, and not being motivated by what is best for individuals.

Learn more about how to write bylaws for your nonprofit

Step 6: Conduct an Organizational Meeting

An organizational meeting is the first official meeting of your nonprofit! Some of the things that are discussed in a typical organizational meeting:

  • Taking attendance to show you have a quorum (minimum number needed)
  • Appointing temporary officers, chairmen, secretaries, etc.
  • Adoption of the bylaws
  • Adoption of conflict of interest policy

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

Step 7: Get an EIN

An EIN or Employment Identification Number (also called a Federal Tax Identification Number or Federal Employment Identification Number), is used to uniquely identify a business entity. You can think of the EIN as a social security number for your nonprofit.

The EIN is required for your organization whether or not it will have any employees.

To learn more, read our guide on how to get your EIN.

Step 8: Apply for a Virginia State Tax ID

You will also want to apply for your state tax ID/account with the Virginia Department of Taxation. You can enter this information online or by mailing in Form R-1.

Virginia Department of Taxation 
Registration Unit 
P.O. Box 1114 
Richmond, VA 23218-1114

For assistance call: (804)367-8037

Step 9: Applying for Exemption from State and Federal Taxes (501(c)(3) status)

Applying for Exemption from Federal Taxes:

A nonprofit may be eligible for 501(c)(3) status only if its purpose is limited to one or more of the following:

Charitable, Religious, Scientific, Educational, Literary, Fostering national/international amateur sports competition, Preventing cruelty to animals/children, Testing for public safety

 Before a nonprofit can apply for 501(c)(3) status it must: 

  1. Elect at least 3 directors not related to each other
  2. Register as a nonprofit with the state
  3. Adopt the bylaws and conflict of interest policy  
  4. Have an EIN number

Once these four conditions have been met your nonprofit can apply for 501(c)(3) tax-exempt status by filing Form-1023 online.

If your application is approved, the IRS will send you a determination letter stating that your organization is exempt from federal taxes under section 501(c)(3).

To learn more, read our guide on How to File Form 1023-EZ

Applying for Exemption from State Taxes:

Once you have received your 501(c)(3) determination letter from the IRS, your corporation will automatically be exempt from state income taxes. No additional paperwork is needed. 

To file to obtain sales and use tax exemption, you can apply online via the Virginia Department of Taxation’s website.

Once you have formed your Virginia nonprofit, we recommend you read our guide on How To Protect your Virginia Nonprofit and Keep It Compliant.

State of Virginia Nonprofit Quicklinks