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Virginia articles of incorporation are filed to create a corporation. This guide provides instructions and tips when preparing and filing this legal document.
Incorporate NowPreparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.
Incorporating provides many important benefits:
Articles of incorporation are filed with the Commonwealth of Virginia State Corporation Commission (SCC). Preparing and filing articles of incorporation is the first step in starting your business or nonprofit corporation.
There are two types of corporations in Virginia each with their own articles of incorporation rules: stock and
nonstock. Generally speaking, in Virginia business corporations form stock corporations and nonprofits form
non-stock corporations.
Stock corporations are those that issue stock. The shareholders own stock in anticipation of dividends or selling
their stock for a profit. Nonstock corporations may or may not contain members, which behave a lot like
shareholders, except that they do not technically “own” any portion of the corporation but instead
simply have a membership interest. The members may have a common bond of membership, such as a club, rescue squad,
or religious organization.
In other states, sometimes business corporations form nonstock corporations; however, in Virginia “no dividend
or income of a nonstock corporation may be distributed to its directors, officers or individual members, except as
reasonable compensation for services rendered or upon the dissolution or liquidation of the corporation” (§13.1-814 of the Code
of Virginia). As a result of this limitation, most businesses who intend to produce profits organize as
stock corporations.
The Virginia State Corporation Commission (SCC) offers articles of incorporation templates and instructions. Be sure
to locate the correct forms for your profit or nonprofit corporation.
Understand that the Virginia SCC will approve your articles of incorporation if they contain the minimum amount of
information required by Virginia statute. Rejection will result in a delayed incorporation effective date, as
Virginia does not process rejections with the original submission date. Acceptance does not guarantee that your
corporate name does not conflict with other trade names (trademark infringement), that your articles of
incorporation contain sufficient language to apply for 501(c)(3), or that your articles of incorporation do not
contain other omissions or errors. You may not learn about errors in your articles of incorporation until the IRS, a
licensing board, bank, or other agency refuses to accept them. Take the time to learn about filing articles of
incorporation before filing them. It is a lot easier to incorporate correctly the first time than try to fix
mistakes later on.
You do not need an attorney to file your articles of incorporation. You can file the articles of incorporation
yourself or we can help.
Articles of incorporation for a stock corporation include the information listed below. Please note that certain information is noted as optional.
Declare your corporate name or provide a valid name reservation number. Corporate names must be distinguishable from all other Virginia registered entities (including LLCs, LPs, and other corporations). Search that your desired corporate name is available prior to filing your articles of incorporation. Be sure to include a corporate designator as a suffix to your business name. Corporate designators include corporation, incorporated, limited, company, or a similar abbreviation. Certain words are restricted and may only be used if they accurately describe the nature of the business, such as bank, trust company, insurance company, and public service company.
Indicate the number of shares authorized to be issued. Stock is the means by which ownership of the corporation is divided and assigned.
Note that the number of shares authorized will determine the fee for filing the articles of incorporation as well as the annual registration fee. The minimum fee applies when less than 25,000 shares are authorized.
You are required to choose and declare your registered agent on your articles of incorporation. A registered agent is the individual or company that will receive service of process (notice of a lawsuit) and other official legal or government documents for the business. There are three options:
State the street address of the registered agent. This registered office is the business office of the registered agent. A rural route, box number, or post office box are only acceptable in limited situations. Also provide the name of the county or independent city (in Virginia these are separate local jurisdictions) where the registered office is physically located.
If the registered agent is an initial director, then you must state the names and addresses of all initial directors. Listing the initial directors makes them effective immediately upon formation.
The incorporator is the individual responsible for executing the articles of incorporation. In this capacity, the incorporator signs the articles of incorporation, delivers them to the Virginia SCC for filing, and then organizes the corporation. You may declare more than one incorporator. Each incorporator must sign and print their name. Date the execution of the articles of incorporation.
You may choose to include statements that provide more information about your company. Be aware that any information you include will become part of public record.
There are special types of corporations available. Review the Code of Virginia for the options available and to learn how to be compliant with declaring a subtype. Common examples:
If expedited processing is desired, this form must be submitted at the top of the articles of incorporation packet.
S-Corporation is a tax election made with the US Internal Revenue Service. By default, your corporation will receive tax treatment as a C-Corporation. Many small businesses elect S-Corporation tax treatment.
Corporations must file form IRS-2553 within 75 calendar days of incorporation to be taxed as an S-Corp.
To incorporate, your Virginia nonprofit should file nonprofit articles of incorporation. Virginia nonprofit articles of incorporation include the information listed below. Please note that certain information is noted as optional.
Declare your corporate name or provide a valid name reservation number. Corporate names must be distinguishable from all other Virginia registered entities (including LLCs, LPs, and other corporations). Search that your desired corporate name is available prior to filing your articles of incorporation. Be sure to include a corporate designator as a suffix to your business name. Corporate designators include corporation, incorporated, limited, company, or a similar abbreviation. Certain words are restricted and may only be used if they accurately describe the nature of the business, such as bank, trust company, insurance company, and public service company. Finally, “The name of the corporation may not contain any word or phrase that indicates or implies that it is organized for the purpose of conducting any business other than a business which it is authorized to conduct.”
A nonprofit may choose whether or not to have members. Members of a nonstock corporation are like shareholders in a stock corporation. Members elect the board of directors and provide a layer of oversight that is important to many nonprofits, especially larger ones. Having members comes with added complexity in management, recordkeeping, and maintenance. You should indicate whether or not your nonprofit has members. Also provide information about the class or classes of members. For each class, either set forth the designation, qualifications, and rights (including voting rights) of the members of that class or state that such membership provisions will be set forth in the corporation’s by-laws.
Directors are the individuals elected by the members to oversee the management of the corporation. Nonprofits that do not have members typically have self-perpetuating boards, meaning the board of directors itself elects new directors to fill vacancies in the board. The board of directors elects corporate officers to run the day-to-day operations and make certain decisions for the corporation. The articles of incorporation must state the manner by which officers will be elected or appointed. For example, the directors might elect their successors, the directors might be elected by the members, or other procedures or rules may be defined. Also state any “ex officio” directors who hold office by virtue of another office that they hold or held.
You are required to choose and declare your registered agent on your articles of incorporation. A registered agent is the individual or company that will receive service of process (notice of a lawsuit) and other official legal or government documents for the business. There are three options:
State the street address of the registered agent. This registered office is the business office of the registered agent. A rural route, box number, or post office box are only acceptable in limited situations. Also provide the name of the county or independent city (in Virginia these are separate local jurisdictions) where the registered office is physically located.
If the registered agent is an initial director, then you must state the names and addresses of all initial directors. Listing the initial directors makes them effective immediately upon formation.
The incorporator is the individual responsible for executing the articles of incorporation. In this capacity, the incorporator signs the articles of incorporation, delivers them to the Virginia SCC for filing, and then organizes the corporation. You may declare more than one incorporator. Each incorporator must sign and print their name. Date the execution of the articles of incorporation.
Many nonprofits wish to apply for federal income tax exemption for the corporation under IRC §501(c)(3) or other subsection. The IRS requires specific language in the articles of incorporation for your tax-exempt application. These statements are to the effect of the following:
It is wisest to check with the IRS for the exact language required for your type of nonprofit and intended tax exemption.
You may choose to include statements that provide more information about your company. Be aware that any information you include will become part of public record.
There are special types of corporations available. Review the Code of Virginia for the options available and to learn how to be compliant with declaring a subtype. Common examples:
If expedited processing is desired, this form must be submitted at the top of the articles of incorporation packet.
Nonprofits may choose to apply for federal income tax exemption. 501(c)(3) recognition also allows donors to make tax deductible contributions The IRS published rev-557, an informational resource on how to obtain tax exempt status for a nonprofit organization. 501(c)(3) is perhaps the most common and well-known tax exemption category for charitable organizations, however the internal revenue code has exemption categories for many other types of nonprofits organizations. Incorporating the nonprofit and obtaining a Federal Tax ID (EIN) are precursors to applying for 501(c)(3) recognition.
501(c)(3) recognition provides income tax exemption on federal taxes. Nonprofits can apply to become exempt from paying various state taxes in each state where they conduct activities, such as with the Virginia Department of Taxation.
Some aspects of fundraising are regulated by state government. Nonprofits that solicit funds may need to submit registrations with the Department of State or Revenue in each state where they solicit residents. Contact the Georgia Office of Secretary of State Charitable Organizations section before soliciting or accepting contributions (either monetary or in-kind donations). Be sure to check the procedures for obtaining the authority to solicit, employee solicitors, or otherwise engage in fundraising in each state where you raise funds.
The State Corporation Commission provides the following specific instructions on how articles of incorporation should be submitted:
In some states, for-profit and nonprofit corporations are required to publish notice of their intent to incorporate or incorporation. In Virginia, this requirement does not exist.
Standard Virginia state processing time is real-time when you file a stock corporation online or approximately 3-5 business days for other corporations and filing methods. Expedited service requests should be included with the articles of incorporation package if desired. Options are $100 for next day service and $200 for same day service.
After successfully filing your articles of incorporation, you will apply for a Federal Tax ID (EIN), a unique nine-digit number assigned by the IRS to identify your business. You should consult your tax professional to determine your state tax registration requirements. Many businesses register for sales tax or employer taxes. You may also need to get local licenses or permits.
Once the registration process is complete, you should hold an organizational meeting of the incorporators and take minutes of that meeting. At that time, you will ratify corporate bylaws, adopt a shareholders agreement, issue stock certificates and complete a stock ledger, elect directors and officers, and anything else you may want to include.
All Virginia corporations must file an annual report with the Virginia Secretary of State. Failure to file can result in automatic dissolution of the corporation. The annual report consists of an annual registration and filing fee. The filing window is based on your incorporation date. The window includes the month of incorporation and the two months prior. The fee is for nonstock corporations is $25 and for stock corporations is based on the authorized shares ($100 for less than 5,000 shares up to $1700 for over 270,000 shares).
Ongoing requirements include annual meetings with minutes, special meetings to make important business decisions, maintaining a registered office, amending your articles of incorporation as needed, and more. For more information on business compliance action items, please consult your Harbor Compliance representative.
