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When incorporating in Virginia with LegalZoom, we not only file your articles of incorporation with the Virginia Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Virginia corporation.
Virginia Incorporation Information
Incorporating in Virginia
Choosing a business name is one of the first steps in the process of forming your Virginia Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names for your Virginia corporation, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Virginia business entity and any reserved names on record, subject to certain exceptions under Virginia law.
- May not contain language stating or implying that it is organized for a purpose other than that permitted by Virginia law and its articles of incorporation.
In addition, the name must contain one (or an abbreviation of) the following words:
Virginia law restricts the use of certain words and phrases in business names. When you incorporate with LegalZoom, your business name choices are reviewed for compliance with applicable laws.
Articles of Incorporation:
In order to incorporate in Virginia, articles of incorporation must be filed with the Virginia State Corporation Commission. The Virginia Stock Corporation Act (Title 13.1, Chapter 9 of the Virginia Code) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: An incorporator must be a person.
- Duties: Signing and filing articles of incorporation with the Corporation Commission.
Incorporating in Virginia can occur for any lawful business activity, subject to Virginia regulations regarding certain industries. There is no need to state the corporate purpose in the articles of incorporation.
Other Required Listing Information:
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Directors are not required to be listed in the articles.
- The number of shares the corporation is authorized to issue.
- If more than one class of shares is authorized, the number of authorized shares of each class and a distinguishing designation for each class.
- The street address and county of the corporation's initial registered office and the name and signature of its initial registered agent at that office.
- Whether the corporation's registered agent is (i) a resident individual and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the state
Virginia permits optional provisions to be integrated into the articles of incorporation, such as:
- The names and addresses of the initial directors.
- Any shareholder preemptive rights.
- The purpose(s) of the corporation.
- Provisions managing the business and regulating the affairs of the corporation.
- Personal liability of shareholders for corporate debts in certain situations.
- A par value for authorized shares or classes of shares.
The incorporators or board of directors must adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
Virginia corporations shall have officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors. The secretary or any other officer as designated in the bylaws or by resolution of the board shall have the responsibility for preparing and maintaining custody of minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.
Every Virginia corporation must have a registered agent in Virginia -- the person or office designated to receive official correspondence and notice if the corporation is "served"with a lawsuit.
Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) an individual residing in the state and either an officer or director of the corporation or a member of the Virginia State Bar, or (2) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the state
Virginia requires that every corporation maintain a registered office in the state, which may be the same as any of its places of business
Under Virginia law, a professional corporation is formed in order to render services within one specific profession, subject to certain exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
The following professions are required to be a professional corporation: pharmacists, optometrists, practitioners of the healing arts, acupuncturists, chiropractors, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law, insurance consultants, audiologists or speech pathologists, and clinical nurse specialists.
An annual report must be filed with the Virginia Commission in the last 3 months of the calendar year following its date of incorporation (subject to any extensions allowed by the Commission). This report must be current as of the date of the report and must indicate:
- The corporation's name and its state or country of incorporation.
- The street address and county of its registered office and the name of its registered agent at that office.
- The address of its principal office.
- The names and post-office addresses of the directors and the principal officers of the corporation.
- A statement of the aggregate number of shares which the corporation has authority to issue, itemized by class.
A Virginia corporation may voluntarily elect to wind up and dissolve. A corporation must file a Articles of Dissolution when it wishes to dissolve. LegalZoom can prepare your Articles of Dissolution and submit it to the Virginia Corporation Commission to assist you in dissolving your corporation.
Income Tax Rate:
For information on the Virginia income tax rate, visit: http://www.tax.state.va.us/
S corporation status is recognized by the Commonwealth of Virginia.