How to Form a Nonprofit Corporation in Virginia

How to Use this Guide

To form a nonprofit corporation follow the steps below or have a professional service handle the paperwork for you:

– IncFile ($49 + state fee) for basic & quick nonprofit formation.

– LegalZoom ($99 + state fee) for the most well-known service available.

Step 1) Secure Your Nonprofit Name

Choose a Business NameTo secure and register your brand name it must be unique, and shouldn’t contain any restricted wording. To check for naming conflicts, conduct a business entity search through the state. You can also contact the Clerk’s Office of the VA Corporation Commission to check availability.

If needed, file an Application for Reservation of a Business Name with the VA Corp. Commission to reserve a name for 120 days. Your name becomes official once your incorporator(s) file the Articles of Incorporation in Step 5.

Filing Fee: $10

Quick Note: Before you commit 100% to a name, you may want to check that there’s a decent URL available for your organization. Use WEEBLY to search your options. If there’s a quality domain name for purchase, we advise buying it right away. Even if launching a website isn’t on your radar right now, it’s going to be soon, and you might as well nail down a domain name that’ll make it easy for customers to find you!

Step 2) Appoint A Registered Agent

Choose a Registered AgentA registered agent is a certified individual or business entity that acts as an intermediary, receiving all official documents on your nonprofit’s behalf.

They must be a legal resident of (or registered to conduct business in) the state, and have a VA street address where they can be reached during regular business hours (9 am to 5 pm, Monday through Friday).

That said, you can hire a third-party professional service and pay around $160/year, or get an agent free of charge for one year when you incorporate with IncFile.

Step 3) Select Incorporators & Directors

Choose the Initial DirectorsAs mentioned in Step 1, incorporators are the individuals responsible for executing the Articles of Incorporation with the state (which will officially declare the entity). Virginia only requires one incorporator.

You’ll also need to appoint at least one director who, among other things, will oversee the nonprofit until the first meeting (Step 7) when official directors will be voted in. This part can be somewhat complex, which is why it’s a good idea to either hire a nonprofit lawyer or work with a professional nonprofit formation service. They’ll help you understand the ins and outs of choosing initial directors, and so much more.

Step 4) Draft Nonprofit Bylaws

Register an LLCYour nonprofit bylaws will outline the governance of your organization. Some of the stipulations will be stated in your Articles of Incorporation — for example, how you’ll handle assets upon dissolution.

Some of the other issues you should address are:

  • Holding meetings, electing officers and directors
  • Keeping and managing your records
  • Adding/amending bylaws
  • Handling other corporate formalities required in Virginia

To get started, consider using a corporate bylaws template. The PDF “How to Start a Nonprofit: What You Need to Know” has lots of great VA-specific information on this step, too!

Step 5) File Articles Of Incorporation

Business LicensesOnce you and your team decide it’s time to form the corporation, you can file your nonprofit Articles of Incorporation online or by mail. Keep in mind that Virginia refers to nonprofits as “nonstock corporations”.

Information you’ll need includes:

  • Your organization’s name, type, duration of existence and statement of purpose
  • Complete names & addresses of registered agent, incorporators and directors
  • Any specific provisions set forth as part of the internal operations of your organization
  • A stipulation of apportioning assets to any 501(c)(3) upon termination of your organization.

Filing Fee: $75

Step 6) Start A Corporate Records Book

File Annual Reports & Publication RequirementsWhile not required by law, this is a very common practice among both nonprofit and for-profit corporations. Your corporate records book is where you’ll keep all critical documents (including registration papers, licenses and permits, meeting minutes, etc.) to ensure you’re well-organized and fully compliant.

You can find a sufficient records binder at a nearby office supply store or on Amazon, but we’re huge fans of corporate kits, which include gorgeous branded pieces like engraved binders and embossing seals.

Step 7) Conduct Initial Meeting

Hold a Meeting with Your Board of DirectorsYour first meeting with your initial directors will be an organizational meeting. You’ll need to record the minutes of this meeting and have it signed by all attending directors. (Consider using a corporate minutes template if you’re unfamiliar.)

Issues to cover in this initial meeting include:

  • Appointing officers
  • Approving/amending bylaws
  • Setting a tax year as well as an accounting period
  • Approving initial transactions

Step 8) Get An EIN

Get an EIN for Your LLCAn EIN, or Employer Identification Number, is used by the federal government to track your nonprofit’s financial activity. It’s similar to a social security number, and is necessary for your nonprofit to legally hire employees and set up a bank account. You can get an EIN free and easy by applying directly through the IRS Website.

This is also a good time to apply for an account number with the VA Employment Commission. Head over to the Employer Services section of the Virginia Employment Commission website for more information.