Last Updated 03 August 2017 | By:

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, not too similar to another registered name, and shouldn’t contain any restricted wording. To check, conduct a Business Entity Search through the state and if there are potential trademark issues conduct another quick search using the TESS System through the U.S. Patent Office.

Keep in mind your name must contain words like “Corporation”, “Incorporated”, “Company”, or “Limited”. Abbreviations like “Corp.”, “Inc.”, “Co.” or “Ltd.” are also fine. If needed, file an Application for Reservation of a Business Name form with the VA Corp. Commission that’s good for 120 days.

Filing Fee: $10

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, receiving and helping to handle/process all official documents on your corp’s behalf. They must be a legal resident of the state or registered to conduct business and have a VA street address where they can be reached at all times during regular M-F workhours.

That said, you can hire an outside professional service and pay up to $160/year, or get an agent free of charge when you incorporate with IncFile or CorpNet. They handle this along with so much more depending on your startup package.

Step 3) File Articles Of Incorporation

Register an LLCFor your Virginia Corporation to be legally formed, file Articles of Incorporation with the VA State Corp Commission. It 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, and so on

Filing Fee: $75 minimum for 25k shares; $2,525 max for shares over $1 million. View Fee Schedule for more info.

Step 4) Get A Corporate Records Book

File Annual Reports & Publication RequirementsThink of this as the hard copy record book where all critical corporate documents are kept like the Articles of Incorporation, Bylaws, meeting minutes, stock certificate ledger, stock certificates, stock certificate stubs, stock transfer documents, etc. It’s the ultimate company binder! They’re very common and while not necessary having one is highly recommended for all serious business entities.

You can find them at nearby office supply stores or on Amazon, but we’re huge fans of Corporate Kits which include gorgeous records books/binders you can brand for as little as $99.

Step 5) Elect Director, Meet, Discuss Bylaws

Hold a Meeting with Your Board of DirectorsAppoint at least 1 initial Director who among other things will oversee the Virginia 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. Once elected, an initial meeting should:

  • Appoint officers & discuss/create 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 Minutes of Meeting, have directors sign, then add to records book.

Step 6) Setup A Corporate Bank Account

Best Business Bank AccountFirst of all, your corporation’s financials need to be separate from all other accounts or streams of financial data. Don’t just assume you should set it up where you or your team already have personal bank accounts. Would that be convenient? Yes, but keep in mind there are plenty of options – local, state, and national banks as well as credit unions.

Try to look at the differences in fees, kickbacks, incentives and financial services on an annual basis when you do your comparisons. Just don’t be hasty. Do some homework. Here’s a quick breakdown article on Business Checking Accounts from some of the biggest banks to begin your research.

Step 7) Handle Taxation & Licensing/Permits

Business LicensesAs a legally operating corporation in Virginia, you’re required to be 100% compliant with all relevant local/state/federal agencies. Ideally you should have an attorney or at least dedicate time to knocking this out yourself and doing the homework. That said, here are four resources to get started:

  1. Get an EIN, or Employer Identification Number, freely and quickly through the IRS Website.
  2. Bookmark the Richmond Small Business Admin as well as the Virginia SBDC website.
  3. To form an S-Corp, submit Form 2553 with the IRS and be sure all board of directors have signed it.
  4. Consider professional business license services that take care of the legwork for you.