How to Form a Corporation in Virginia

(7 Simple Steps)

How to Use this Guide

Use our free guide below to incorporate in Virginia or have a reliable service do it for you:

IncFile ($49 + state fee) for basic & quick incorporation.

LegalZoom ($149 + state fee) for the most popular incorporation service available.

Step 1) Verify & Secure Brand Name

Choose a Business NameTo secure and register your brand name it must be unique, and must not contain any restricted wording. To check if your name is available, conduct a business entity search through the state, and if you expect any potential trademark issues, conduct another quick search using the TESS System through the U.S. Patent Office.

Keep in mind your name must contain the word “Corporation”, “Incorporated”, “Company”, or “Limited”, or the abbreviation “Corp”, “Inc”, “Co” or “Ltd”. If needed, file an Application for Reservation of a Business Name with the VA Corporation Commission.

Filing Fee: $10

Quick Note: Before you commit 100% to a name, you may also want to check that there’s a decent URL available for your business. Use GoDaddy 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!

 

Find a Domain Now

 

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Step 2) Appoint A Registered Agent

Choose a Registered AgentA Virginia Registered Agent is a certified individual or business entity that acts as an intermediary between you and the state, receiving official documents on your corporation’s behalf. They must be a legal resident of the state, or an entity registered to conduct business in Virginia. Either way, they must have a VA street address where they can be reached during regular work hours (Monday through Friday, 9 am to 5 pm).

That said, you can hire an outside professional and pay up to $160/year, or get an agent free of charge for one year when you incorporate with IncFile or CorpNet. They’ll handle this and so much more!

Step 3) File Articles Of Incorporation

Register an LLCTo legally form your Virginia corporation, file Articles of Incorporation with the VA State Corp Commission. This document declares the basics of your brand for the public record, including:

  • Corporate name, address, purpose
  • Name and address of Virginia Registered Agent
  • Number of shares the corporation is permitted to issue
  • Name and address of every incorporator
  • Name and address of every member of the Board of Directors

Filing Fee: $25 + $50 per 25k shares. View Fee Schedule for more info.

Step 4) Get A Corporate Records Book

File Annual Reports & Publication RequirementsThink of this as the hard-copy records book where all critical corporate documents are kept, like the Articles of Incorporation, bylaws, meeting minutes, stock certificates, etc. It’s the ultimate company binder!

While it’s not legally required, having one is highly recommended for all serious business entities. You can find one at a nearby office supply store or on Amazon, but we’re huge fans of corporate kits, which include gorgeous custom pieces like printed bylaws and a branded embossing seal.

Step 5) Elect Director, Meet, Discuss Bylaws

Hold a Meeting with Your Board of DirectorsAppoint at least one initial director who, among other things, will oversee the corporation until the first shareholder meeting (where new directors will be voted in). Prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your records book.

At the first meeting with your initial directors, you should:

  • Appoint officers & adopt corporate bylaws
  • Choose a bank & approve the issuance of stock certificates
  • Agree on corporate seal and adopt official stock certificate form
  • Approve s-corp (opt.)
  • Record meeting minutes, have directors sign, add to records book

Step 6) Set Up A Corporate Bank Account

Best Business Bank AccountYour corporation’s financials need to be completely separate from all other accounts or streams of financial data. But when choosing a place to bank, don’t just assume you should start a corporate account wherever you already have a personal bank account. Would that be convenient? Yes, but keep in mind there are plenty of options out there, including local, state, and national banks (and credit unions).

Do some homework. Learn about the different fees, kickbacks, incentives and financial services that various banks have to offer. Here’s a quick breakdown of our favorite business checking accounts to get you started on your research.

Step 7) Handle Taxation & Licensing/Permits

Business LicensesTo legally operate in Virginia, you’re required to be 100% compliant with all relevant local/state/federal agencies. Ideally you should work with an attorney, but at the very least you need to dedicate the time to knocking this out on your own.

That said, here are four resources to get you started:

  1. Get an EIN (Employer Identification Number) quickly and free-of-charge through the IRS Website
  2. Bookmark the Richmond SBA Office, as well as the Virginia SBDC website
  3. To form an S-Corp, submit Form 2553 with the IRS
  4. Consider using a professional business license service to get some of the legwork taken care of on your behalf

Need Help Incorporating?

How to form a corporationIf you’d like some help forming your Virginia corporation, here are two of our favorite incorporation services:

IncFile ($49 + state fee) for basic & quick incorporation.

LegalZoom ($149 + state fee) for the most popular incorporation service available.