Starting a 501(c)(3) nonprofit in Virginia is easy — and the first task is filing your Articles of Incorporation. This guide will walk you through the nine steps required to file the Articles of Incorporation to officially start a nonprofit in Virginia.
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Getting Started
To start a domestic nonprofit corporation in Virginia, you must file the Articles of Incorporation of a Virginia Nonstock Corporation (Form SCC819). This guide covers each step you must take to fill out this document successfully and get on the right track to forming a Virginia nonprofit.
Step 1: List Your Nonprofit’s Name
Step 2: Confirm Any Members
Step 3: Describe Your Nonprofit’s Election Process
Step 4: Choose a Registered Agent
Step 5: Provide Your Nonprofit’s Registered Office Address
Step 6: Name Your Initial Board of Directors
Step 7: List Your Incorporator Information
Step 8: Provide Any Additional Attachments
Step 9: File Formation Documents
(Check out our other guides for a look at how to start a nonprofit organization or how to file articles of incorporation in other states.)
Step 1: List Your Nonprofit’s Name
The first step to filling out your Virginia Articles of Incorporation is to list your nonprofit corporation’s name. If you haven’t gone through the process of establishing a name for your organization, here are the requirements for naming a nonprofit in Virginia:
- Your nonprofit’s name must be distinguishable from any other name on record within the state of Virginia, including any reserved names.
- Your nonprofit’s name can’t imply it’s a limited liability company (LLC) or include the phrases “limited liability company” or “limited partnership.”
- Your nonprofit’s name can’t imply a purpose or intent other than what it has been authorized to conduct by the state.
- Your nonprofit’s name can’t include the word “redevelopment” unless it’s organized in accordance with Chapter 190 of the 1946 Acts of Assembly.
- Your nonprofit’s name can’t include any words or phrases considered grossly offensive.
Recommended: For a step-by-step guide to naming your nonprofit corporation in Virginia, read our guide on How to Name a Nonprofit in Virginia.
Search the Availability of Your Name
After selecting potential names — ideally, at least four or five — it’s important to search for their availability in your state. You can do this by conducting the four recommended searches outlined below, or use our 501(c)(3) Lookup Table.
Virginia Business Entity Search
To operate in Virginia, a nonprofit corporation must have a unique name. You can easily check if your chosen name is available by performing a search using the Virginia business entity search tool.
Domain Name Search
We strongly recommend that you also check to see if your business name is available as a web domain (URL). Even if you don’t plan to create a business website today, you may want to buy the web address to prevent others from acquiring that domain name. It’s a free search.
Federal Trademark Search
You can easily check if someone already trademarked your chosen nonprofit name by using the federal Trademark Electronic Search System. This is important even if you don’t plan to incorporate your nonprofit right away.
Once you confirm that no one else already trademarked your chosen name, you can apply for a trademark for your nonprofit.
Web and Social Media Search
A strong social media presence will play a key role in expanding your reach to potential donors as well as clients that will use your services. That makes it important to search the web and popular social media platforms for your desired name before registering it to ensure it’s available on all the platforms where you plan to promote your organization.
Step 2: Confirm Any Members
In Article Two, check the box that applies to your nonprofit corporation from the following options:
- The corporation shall have no members.
- The corporation shall have one or more classes of members with such designations, qualifications, and rights as set forth in the bylaws.
- The designation of the class(es) of members and the members’ qualifications and rights are as follows: ___________. (If you choose this option, you must provide a description of the designation of each class as well as the qualifications and rights of the members of each class — including voting rights.)
Step 3: Describe Your Nonprofit’s Election Process
In Article Three, check the box that describes your nonprofit corporation’s election process from these three options:
- The directors shall elect their successors.
- The directors shall be elected by the members.
- The directors shall be elected or appointed as follows: ___________. (If the first two options don’t apply to your organization, choose this third option and provide a description of the election process for your nonprofit’s directors.)
Step 4: Choose a Registered Agent
A registered agent is required to file the Articles of Incorporation in Virginia. A registered agent’s responsibilities include accepting and forwarding service of process documents for the corporation as well as serving as a point of contact for the entity.
Your nonprofit corporation can’t act as its own registered agent. Only the following may fill this role:
- A resident of Virginia who’s either an initial director of the corporation or a member of the Virginia State Bar
- A domestic or foreign stock or nonstock corporation
- An LLC or registered limited liability partnership authorized to transact business in Virginia
Requirements for this section include:
- Your registered agent’s name
- A check in the applicable box to indicate the type of registered agent
Recommended: Using an affordable registered agent service offers many benefits. For more information on choosing a registered agent service, read our full guide.
Step 5: Provide Your Nonprofit’s Registered Office Address
Provide your nonprofit corporation’s initial registered office address, including the county or city, in Article Five. It must be identical to the business office of your initial registered agent.
You also have the option of providing your organization’s principal office address, but that information isn’t required to file this formation document.
Step 6: Name Your Initial Board of Directors
In this section, name your initial board of directors. To qualify for 501(c)(3) status, you must have at least three directors listed in your Articles of Incorporation.
The requirements for this section include:
- The name of each initial director
- The address of each initial director
For a complete guide to forming your nonprofit’s board of directors, read our How to Develop a Board of Directors for a Nonprofit in Virginia article.
Step 7: List Your Incorporator Information
An incorporator is any person who participates in the completion and submission of the Articles of Incorporation. Include the printed name and signature of each incorporator in this section. If desired, you have the option to also include a phone number and email address for each incorporator.
Step 8: Provide Any Additional Attachments
In order to qualify for 501(c)(3) status, you must include some additional statements in your Articles of Incorporation. Because the Virginia formation document doesn’t include sections related to your nonprofit’s purpose or asset distribution upon its dissolution, use an attachment to provide details on both topics.
Describe Your Nonprofit’s Purpose
Your nonprofit’s purpose must include one or more of the following characteristics for the organization to be eligible for 501(c)(3) status:
- Charitable
- Religious
- Educational
- Scientific
- Literary
- Testing for public safety
- Fostering national/international amateur sports competition
- Preventing cruelty to animals/children
Outline the Distribution of Assets Upon Dissolution
Describe how your nonprofit corporation’s assets will be distributed upon its dissolution.
Distribution of assets upon dissolution must be for approved, tax-exempt purposes only. For more information about the requirements of dissolution and 501(c)(3) status, refer to the sixth section of the Internal Revenue Service’s (IRS’) suggested language for corporations and associations.
Step 9: File Formation Documents
You can file your Virginia Articles of Incorporation in two ways: online or by mail.
File the Virginia Articles of Incorporation
OPTION 1: File Online With the Virginia State Corporation Commission Portal
– OR –
OPTION 2: File Form SCC819 by Mail
Fee: $75
Mailing Address:
State Corporation Commission, Clerk’s Office
P.O. Box 1197
Richmond, VA 23218-1197
Frequently Asked Questions
How do I file the Articles of Incorporation in Virginia?
You can file the Articles of Incorporation of a Virginia Nonstock Corporation with the State Corporation Commission by mail or online.
How do I find nonprofits in Virginia?
Use our handy Virginia 501(c)(3) Lookup Table to find nonprofits in Virginia. You can use this tool to see if your preferred nonprofit name is in use or not.
Virginia Nonprofit Quick Links
IRS: Information for Charities and Nonprofits
IRS: Charity – Required Provisions for Organizing Documents
IRS: Form 990 Series for Tax-Exempt Organizations
IRS: Applying for Tax-Exempt Status
IRS: 501(c)(3) Compliance Guide
US Small Business Administration: Apply for Licenses and Permits
Virginia Department of Agriculture and Consumer Services: Charitable Solicitation
Virginia Department of Taxation: Nonprofit Guidance
Virginia Tax Nonprofit Online Portal
Virginia 501(c)(3) Lookup Table