Virginia Corporation Requirements

Each state has different requirements for forming a corporation. Whether you are starting a business or incorporating a business already in existence, you’ll want to understand state requirements for Virginia incorporation.

Cost to incorporate in Virginia

At BizFilings, we clearly outline our fees and the state fees to form a Virginia corporation. View our pricing to incorporate as a C corporation or S corporation to plainly see:

• BizFilings’ package prices. BizFilings offers three incorporation service packages from which you can choose.
• State fee for standard turn-around. Our pricing clearly shows the state fee to incorporate in Virginia with standard turn-around.
• Expedited turn-around. You will see the BizFilings and state fee, if any, for expedited turn-around.
• 48-hour turn-around. Virginia has a 48-hour filing option, which is outlined in our pricing.  Note that expedited filing will not be possible in Virginia from Nov. 22 through Dec. 16 as the State Corporation Commission is updating its website. Please choose standard filing at checkout.
• Certified copy. Our pricing also clearly displays the BizFilings and state fee, if any, for issuing a Certified Copy of the Articles of Incorporation.

Corporate Name

The name shall contain either the word or an abbreviation of "Corporation," "Incorporated," "Company" or "Limited." A period must be used after any abbreviations used in the corporate name. The name cannot use words in parentheses. The name shall not contain any prohibited word or phrase implying it is organized for any purpose other than that stated in the Articles of Incorporation. The name may not be confusingly similar to that of any domestic or qualified foreign corporation.

Director information

The following are Virginia’s requirements for directors of corporations:

• Minimum number. Corporations must have one or more directors.
• Residence requirements. Virginia does not have a provision specifying where directors must reside.
• Age requirements. Virginia does not have age requirements.
• Inclusion in the Articles of Incorporation. Director names and addresses are required to be listed in the Articles of Incorporation.

Requirements for the Articles of Incorporation

The document required to form a corporation in Virginia is called the Articles of Incorporation. The information required in the formation document varies by state. Virginia's requirements include:

• Officers. Officer names and addresses are not required to be listed in the Articles of Incorporation.
• Stock. Authorized shares and par value must be listed in the Articles of Incorporation. An increase in the number of shares or par value can affect initial filing fees.
• Registered agent. Corporations must list the name and address of a registered agent with a physical address (no post office boxes) in Virginia. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.

Professional services businesses

Virginia allows professionals, such as accountants, attorneys and physicians, to form a professional corporation (PC).

After forming a corporation, you must undertake certain steps on an ongoing basis to keep your business in compliance. These steps are also important in preserving the limited liability a corporation provides its owners. This guide outlines the ongoing requirements for Virginia corporations.

Corporate records

Virginia corporations must keep the following items with their corporate records at the principal office:

• The Articles of Incorporation and any amendments
• Bylaws or restated bylaws and any amendments
• Permanent minutes of shareholder and director meetings
• Permanent records of actions taken by the shareholders without a meeting and/or by a committee of the board of directors in place of the board of directors and on behalf of the corporation
• Resolutions adopted by the directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations
• Written communications to shareholders for the past three years
• An alphabetical list of shareholders, including names and addresses, outlining the number and class of shares held by each
• A list of names and business addresses of current directors and officers
• Most recent annual report

Corporate taxes and fees

The following are taxation requirements and ongoing fees for Virginia corporations:

• Annual report. Virginia requires corporations to file an annual report on or before the last day of the anniversary month of the company’s incorporation. The filing fee is based on the number of authorized shares and is between $100 and $1700.
• Taxes. For complete details on state taxes for Virginia corporations, visit Business Owner's Toolkit or the State of Virginia .
• Federal tax identification number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
• State tax identification number. Virginia requires a state tax identification number.

Business licenses

Business licenses and/or permits are required for most businesses. The BizFilings Business License Application Package can help you stay on top of these requirements.

S corporation election

Virginia recognizes the federal S corporation election and does not require a state-level S corporation election.

Additional Virginia information

View the following additional resources BizFilings has for forming and maintaining companies in Virginia:

• Virginia LLC Formation