Starting a corporation in Virginia? Get information about the registration requirements, the forms you’ll need, information about fees, naming requirements, and more.
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by Jane Haskins, Esq.
Jane has written hundreds of articles aimed at educating the public about the legal system, especially the legal aspe...
Updated on: February 28, 2023 · 4 min read
Benefits of a corporation
A corporation helps to protect your personal assets because the shareholders of a corporation are generally not liable for the corporation’s obligations. In addition, a corporation can help to protect you personally if an employee or business partner is accused of wrongdoing. Other benefits of a corporation may include tax savings and facility in transferring shares between owners.
Requirements for incorporating in Virginia
Preparing your articles of incorporation
Your corporation’s existence begins when the State Corporation Commission of Virginia issues a Certificate of Incorporation, which happens after you file articles of incorporation with the Commission and pay a fee. The articles of incorporation may contain many provisions, but, at a minimum, they must include the following:
In regard to your corporation’s stock structure, the articles of incorporation must list the total number of shares the corporation is authorized to issue. If there is more than one class of shares, the articles must list the number of authorized shares in each class and a distinguishing designation for each class or series of shares. The articles must also state the preferences, rights and limitations of each class or series.
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Naming your corporation
Before filing your articles of incorporation, you should determine whether your proposed corporate name is available. You can do this at the State Corporation Commission’s website.
A corporate name may be reserved for 120 days by filing an application with the State Corporation Commission. You can extend a reservation for additional 120-day periods during the 45-day period leading up to the reservation’s expiration.
When choosing a name for your corporation, you must meet the following requirements:
Specifying incorporators
An incorporator’s main responsibility is signing and filing the articles of incorporation. You must adhere to the following requirements when specifying incorporators:
Specifying directors
Corporate directors are responsible for setting policies and directing the management of the corporation. Because directors are fiduciaries, they are obligated to act in the best interests of the corporation and its shareholders.
You must meet the following requirements when specifying directors for your corporation:
Specifying a registered agent and registered office
A registered office is the place where your corporation will receive official correspondence and legal documents. A registered agent is a person who receives documents and correspondence on behalf of the corporation.
You must meet the following requirements when specifying a registered agent and registered office:
Stating a corporate purpose
Virginia does not require you to state a corporate purpose in the articles of incorporation. All Virginia corporations are formed for the purpose of engaging in any lawful business.
Determining incorporation bylaws
A corporation’s bylaws provide the directors, officers, and shareholders with guidelines for operating the business. Although Virginia law does not specify the content, bylaws usually contain such provisions as rules for the election of officers and directors, the number of officers, directors, and committees, and the manner in which meetings of shareholders and directors are called and conducted.
The following requirements apply when determining your corporation’s bylaws:
Costs of incorporating in Virginia
The Virginia State Corporation Commission requires a fee when filing articles of incorporation or reserving a corporation name. Corporations are also required to pay state and federal income taxes.
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