How to Articles of Incorporation for a Virginia Nonprofit

If you are starting a 501(c)(3) nonprofit in Virginia, you have come to the right place. After reading the comprehensive guide for Virginia nonprofit formation, follow this guide to file the Virginia Articles of Incorporation with the State Corporation Commission.

What is covered in this guide:

1. Information you will need to file the Virginia Articles of Incorporation
2. How to file the Virginia Articles of Incorporation
3. Virginia Nonprofit Formation FAQ

To become a nonprofit corporation in Virginia you must file SCC-819NP, the Articles of Incorporation of a Virginia Nonstock Corporation.

Here are the sections that you will need to complete.

Enter the name you have selected.

For help with selecting a name for your nonprofit read our comprehensive guide on how to name a Virginia nonprofit.

Describe the purpose of your nonprofit organization.

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

NOTE: You can read the IRS guidelines to learn more.

Indicate whether or not your nonprofit corporation plans to have members. Sample text is provided on the form.

The articles will need to clearly state how directors will be elected/appointed.

One of the following sentences must be included:

• The directors shall be elected by the members
  OR
• The directors shall elect their successors.

You are permitted to call directors trustees or something else, but you must be consistent throughout the articles of incorporation.

The registered agent can be:

1. A resident of Virginia who is also either:
   
   1. An initial director of the nonprofit
   2. A member of the Virginia State Bar
2. An entity registered to do business in Virginia

Enter the information of the registered agent you have selected.

For more information read our guide: What is a registered agent? and The Virginia Registered Agent Guide.

At least 3 directors will need to be named.

When filling the form do not use any prefixes such as “Mr.” or “Ms.” and only use the suffix box for titles of lineage such as ‘Jr.’, ‘Sr.’, or ‘III’ but not for designations such as M.D. or Ph.D.

Since this document will become public record you may want to use a post office box address rather than the residential addresses of the directors to maintain privacy.

Enter the information of the directors selected.

Use this section to spell out any limitations and restrictions that will apply to your organization. You should review IRS Publication 557 for more information as to what restrictions you should include for your organization-type.

Use this section of the articles of formation to formally state what the assets of the organization will be used for, and what will happen to the assets if the organization is dissolved.

To be eligible for 501(c)(3) status, you must convince the IRS that the organization’s assets will always only be used for the purposes approved under 501(c)(3) rules. To this end, you must include provisions ensuring that in the event your organization is dissolved, the assets of the organization will be used towards tax-exempt purposes.

Section 5 of this sample document provides an example of these provisions required for 501(c)(3) eligibility.

NOTE: You may add additional articles and provisions after this section and before the signature section.

Enter the date on the form and the name of the initial incorporators. Each initial incorporator will then need to sign the form.

There are 2 ways to submit your Articles of Incorporation:

Online:

You can file your Articles of Incorporation through the State Corporation Commission's online portal.

By Mail:

Submit the Articles of Incorporation to the mailing address below:

State Corporation Commission
Office of the Clerk
P.O. Box 1197
Richmond, VA 23218-1197

The filing fee is $75.

• Checks for mailed forms must be made payable to the "Secretary of State"
• Paying by credit card for online filings will incur a $2 convenience fee.

How long does it take to process SCC-819NP?

If you file online it will take a day or two. If you file by mail expect to get a response in 1-3 weeks.

How do I contact the State Corporation Commission?

You can call for information at (804) 371-9733 or visit them at their website.

IRS - Information for Charities & Nonprofits

IRS - Required Provisions for Organizing Documents

IRS - 990 Series for Tax-Exempt Organizations

IRS - Applying for Tax-Exempt Status

IRS - 501(c)(3) Compliance Guide

Virginia Department of Agriculture and Consumer Services - Charitable Solicitations

Virginia Department of Taxation Online Services

Virginia Department of Taxation - Nonprofit Guidance

Virginia Tax - Nonprofit Online

Commonwealth of Virginia State Corporation Commission - Nonstock Corporations