Filing Form SCC819: Virginia Nonstock Articles of Incorporation Steps

Form SCC819 is the Virginia State Corporation Commission’s guide form for the articles of incorporation of a Virginia nonstock corporation. You file it with the SCC Clerk’s Office with a $75 filing fee, either online through the Clerk’s Information System (CIS) or by mail, and the Commission issues a certificate of incorporation once it approves the filing.¹

Make Sure SCC819 Is the Right Form

SCC819 is only for nonstock corporations: entities that issue no shares and have no shareholders. Most are nonprofits, including charities, clubs, religious organizations, and rescue squads.¹ A nonstock corporation can still earn revenue and pay employees; it just doesn’t distribute profits to owners.

If you plan to issue stock, you need Form SCC710 instead, which has its own fee structure based on authorized shares.² Filing the wrong form means filing again with the right one.

What You Need Before You Start

SCC819 walks through every provision Virginia requires in nonstock articles of incorporation.¹ Have these ready:

A corporate name that includes one of the required designators: Corporation, Incorporated, Company, Limited, or the abbreviations Corp., Inc., Co., or Ltd.³
A purpose statement. Many nonstock corporations use broad language like “any lawful purpose.” Organizations that intend to apply for federal tax-exempt status under IRC 501(c)(3) should state the specific charitable, educational, or religious purpose instead.
A registered office at a physical Virginia street address, including city or county. No P.O. boxes.
A registered agent at that address (see the next section for who qualifies).
An incorporator to sign and file. One is enough.
Initial directors, optionally. Naming them in the articles is allowed but not required.

The form also lets you add optional provisions on how the corporation is managed, whether it has members, and how assets will be distributed on dissolution. Settling these at formation avoids amending the articles later.

Picking a Name That Will Clear

Your name has to be distinguishable from every active entity on file. The Clerk’s Office tests this by reducing each name to a “core name” — stripping the required designator, common words like “the,” “and,” “of,” “or,” and “for,” and certain punctuation — and comparing cores. “ABC of Virginia, Inc.” and “ABC Virginia Company” share a core and will clash. “ABC, Inc.” and “ABCs Inc.” do not, because the added “s” changes the core.⁴ Run your proposed name through the SCC’s free business entity search before you file.

If you aren’t ready to file, you can reserve a name for 120 days by filing a name reservation application through CIS and paying $10. You can renew during the 45 days before the reservation expires.⁴

Who Can Serve as Registered Agent

Virginia limits registered agents to two categories.⁵ The first is an individual who lives in Virginia and is either an officer or director of the corporation, or a member of the Virginia State Bar whose business office is the registered office. The second is a business entity — a domestic or foreign corporation, LLC, or registered LLP authorized to do business in Virginia — whose business office is the registered office.

Commercial registered agent services sit in the second category. They charge an annual fee and are worth considering when no officer or director has a permanent Virginia address staffed during business hours. An entity acting as registered agent must file a written designation naming at least one individual at that office authorized to accept service of process.⁵

Filing the Form

The filing fee is $75 either way.⁶ Online is faster, and it’s the only route that qualifies for expedited processing.

Online Through CIS

Create an account or log in to the Clerk’s Information System on the SCC website. CIS prompts you through each field and takes payment by credit card at checkout.¹ Check every entry before you submit. Payment processes immediately, and fixing a mistake later may require a separate amendment filing.

By Mail

Print and complete SCC819 and mail it to the Office of the Clerk, State Corporation Commission, in Richmond, with a check or money order for $75 payable to the State Corporation Commission. Include a self-addressed stamped envelope if you want paper copies back. Mail filings do not qualify for expedited processing.

Expedited Options

The SCC does not publish a standard turnaround for non-expedited filings. If you file online, two expedited tiers are available for an extra fee.⁷ Next-day service costs $50 or $100: submit by 2:00 PM EST and get a response by 4:00 PM EST the next business day. Same-day service costs $200: submit by 10:00 AM EST and get a response by 4:00 PM EST the same business day.

When the Commission approves the filing, it issues a certificate of incorporation. That certificate is conclusive evidence that the corporation exists and has met Virginia’s formation requirements. You can track your submission in CIS using the submission ID or the proposed name.

What to Do After the Certificate Issues

The certificate makes you a corporation. It doesn’t finish the setup.

Hold an organizational meeting. If you named initial directors in the articles, a majority of them must call the meeting to adopt bylaws, appoint officers, and handle other startup business. If you didn’t name directors, the incorporator holds the meeting and either elects a board or completes the organization directly. The meeting can be inside or outside Virginia.⁸

Get an EIN. You need a federal Employer Identification Number from the IRS to open a bank account, hire employees, or file tax returns. Apply online at irs.gov using Form SS-4 and receive the EIN immediately. The responsible party must have a valid SSN or ITIN. Fax applications take about four business days; mail takes about four weeks.

Apply separately for tax-exempt status. Incorporating as a nonstock corporation under Virginia law does not make you tax-exempt. Charitable, religious, educational, and similar organizations must apply to the IRS for federal recognition, typically on Form 1023 or Form 1023-EZ, and apply separately to the Virginia Department of Taxation for state exemption.

One thing you no longer need to do: beneficial ownership information reporting. As of 2025, FinCEN issued an interim final rule removing the BOI reporting requirement for U.S. companies, so domestic Virginia nonstock corporations are exempt. Only certain foreign entities registered to do business in the United States remain subject to it.⁹

Keeping the Corporation in Good Standing

Virginia imposes two recurring obligations, and both deadlines fall on the last day of your incorporation month each year.¹⁰ Miss either one for long enough and the SCC terminates the corporation automatically.

The annual registration fee is due by that last day of the incorporation month. A nonstock corporation that pays late owes a $10 penalty. If the fee and penalty still aren’t paid by the last day of the fourth month after the due date, the Commission terminates the corporation with no further notice. A corporation formed in March that doesn’t pay by the end of July loses its legal existence.¹¹

The annual report is due on the same date each year after the year of incorporation. There’s no fee, and you file it through CIS.¹⁰ Put both deadlines on a calendar the day your certificate issues.

1
State Corporation Commission. Virginia Nonstock Corporations FAQs
2
State Corporation Commission. Virginia Stock Corporations
3
Virginia Code Commission. Virginia Code 13.1-630 – Corporate Name
4
State Corporation Commission. Business Entity Names
5
Virginia Code Commission. Virginia Code 13.1-634 – Registered Office and Registered Agent
6
State Corporation Commission. Forms and Fees
7
State Corporation Commission. Online Expedited Services
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Virginia Code Commission. Virginia Code 13.1-822 – Organization of Corporation
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FinCEN. FinCEN Removes Beneficial Ownership Reporting Requirements for US Companies and US Persons
10
State Corporation Commission. Maintaining Your Business
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State Corporation Commission. Annual Registration Fees