To incorporate a business in Virginia, you file Articles of Incorporation with the State Corporation Commission (SCC), pay a charter fee that starts at $50, and then handle a short list of organizational and tax steps before the corporation can actually operate. Most electronic filings clear in a few business days. The sections below walk through each step in order, from choosing a name to keeping the corporation in good standing after year one.
Pick a Name That Meets Virginia’s Rules
Your corporate name has to be distinguishable from every other entity already on file with the SCC, including corporations, LLCs, limited partnerships, and other registered entity types. It also has to carry a corporate designator: “Corporation,” “Incorporated,” “Company,” or “Limited,” or an abbreviation such as “Corp.,” “Inc.,” “Co.,” or “Ltd.”1Virginia Code Commission. Virginia Code 13.1 – 630 – Corporate Name
Check availability through the SCC’s free Clerk’s Information System (CIS) before you fill out any paperwork.2Virginia State Corporation Commission. Clerk’s Information System If a name on file is too close to yours, the SCC will reject the filing.
One boundary to understand: an SCC name registration is not a trademark. It lets you operate under the name in Virginia, but a federal trademark registered with the U.S. Patent and Trademark Office is what protects a brand nationwide.3United States Patent and Trademark Office. How Trademarks and Trade Names Differ If you’ll sell beyond Virginia, search the USPTO database too.
Prepare the Articles of Incorporation
Virginia’s Articles of Incorporation are filed on SCC Form SCC619. The statute lists what the document must contain.4Virginia Code Commission. Virginia Code 13.1-619 – Articles of Incorporation Required items:
- The corporate name, including a designator.
- The total number of authorized shares. If you plan multiple classes of stock, list each class, the number of shares in each, and a distinguishing label.
- A registered office with a Virginia street address (not a P.O. box) and the name of a registered agent at that address.
The registered agent accepts legal papers for the corporation. Under Virginia law, the agent can be an individual Virginia resident who is a director or officer of the corporation or a member of the Virginia State Bar, or it can be a business entity authorized to operate in Virginia.5Virginia Code Commission. Virginia Code 13.1-634 – Registered Office and Registered Agent Commercial registered agent services typically run $100 to $300 per year.
The form is signed by the incorporator, who is simply the person delivering it to the SCC. The incorporator doesn’t need to be a future shareholder or director.
Optional Provisions Worth Adding
The statute also allows optional content. The most commonly used options are the names and addresses of the initial directors, a statement of corporate purpose, and provisions about preemptive rights or management structure.4Virginia Code Commission. Virginia Code 13.1-619 – Articles of Incorporation Naming directors in the articles lets them hold the first organizational meeting without an extra step. A broad purpose clause such as “any lawful business” avoids having to amend the articles if the business changes direction.
Think About Authorized Shares Before You File
The number of authorized shares drives the charter fee, so this number deserves thought. You don’t have to issue all authorized shares right away. Small corporations with a few owners and no outside capital plans often authorize somewhere between 1,000 and 10,000 shares to keep the fee at the minimum. Corporations planning to issue stock to investors or employees typically authorize more.
File With the SCC and Pay the Charter Fee
You can file electronically through the CIS portal or by mailing the completed articles to the SCC’s Office of the Clerk in Richmond. Electronic filing is faster and usually processes in a few business days.
Virginia’s charter fee is $50 for every 25,000 shares or fraction thereof, up to 1,000,000 shares. Authorize more than 1,000,000 and the fee is a flat $2,500.6Virginia Code Commission. Virginia Code 13.1-615.1 – Charter and Entrance Fees for Corporations A corporation authorizing 25,000 shares or fewer pays the $50 minimum. One authorizing 100,000 shares pays $200. There is also a separate filing fee; check the SCC’s forms and fees page for the current amount.
Once the SCC approves the filing, it issues a Certificate of Incorporation, which is the legal proof the corporation exists.
Expedited Processing
If you need the certificate sooner, the SCC offers expedited service for an extra fee. Same-day processing (documents must arrive by 10:00 a.m.) costs an additional $200. Next-day processing (documents must arrive by 2:00 p.m.) costs an additional $100.7Virginia State Corporation Commission. Expedited Service Request Form These apply only to electronic or in-person submissions and are on top of your charter and filing fees.
Organize the Corporation After the Certificate Arrives
The certificate is not the finish line. The corporation needs internal organization before it can function.
If you named initial directors in the articles, those directors hold an organizational meeting to appoint officers, adopt bylaws, and handle startup business. If you didn’t, the incorporator holds the meeting and elects a board, which then completes the organization.8Virginia Code Commission. Virginia Code 13.1-623 – Organization of Corporation Virginia law also allows these actions by written consent instead of a meeting.
Adopting bylaws is required. The incorporators or the board adopt initial bylaws covering meeting procedures, officer roles, voting rules, and corporate records. Bylaws can include any provision that doesn’t conflict with Virginia law or the articles of incorporation.9Virginia Code Commission. Virginia Code 13.1-624 – Bylaws
The board should also approve the issuance of stock to the initial shareholders and document who owns what, whether through stock certificates or book entries. Small corporations often cut corners here, and it causes real problems later when someone tries to sell the business or bring in investors with no paper trail of ownership.
Get an EIN and Set Up Federal Taxes
Every corporation needs an Employer Identification Number (EIN) from the IRS for tax filings, bank accounts, and payroll. The IRS issues EINs online at no cost in a few minutes. Apply directly on the IRS site rather than through third-party services that charge unnecessary fees.10Internal Revenue Service. Get an Employer Identification Number
By default, the IRS taxes a corporation as a C corporation: the company pays corporate income tax on profits and shareholders pay again on dividends. Many small business owners prefer S corporation status, which passes income through to shareholders’ personal returns and avoids the second layer. To elect S-corp status, file IRS Form 2553 no later than two months and 15 days after the corporation begins its first tax year. Miss that window and the election waits for the following tax year.11Internal Revenue Service. Instructions for Form 2553
Corporations expecting to owe $500 or more in federal tax for the year must make quarterly estimated tax payments. Falling behind triggers penalties.12Internal Revenue Service. Estimated Taxes
Register for Virginia and Local Taxes
Virginia imposes a 6% corporate income tax on Virginia taxable income. Every domestic corporation files a Virginia corporation income tax return (Form 500) each year, even with no income. The minimum penalty for filing late is $100, regardless of whether any tax is owed.13Virginia Tax. Corporation Income Tax
Planning to hire? You’ll also need to register for Virginia employer withholding tax and unemployment tax through the Virginia Employment Commission. Both registrations are handled through Virginia Tax’s online portal.14Virginia Tax. Register a Business in Virginia
Many Virginia localities also impose a Business, Professional, and Occupational License (BPOL) tax on gross receipts. Rates vary by locality and industry. Contact the commissioner of the revenue or finance office in the city or county where the corporation operates to find out whether you need a local business license and what the rate is.
If You’ll Have Employees
Hiring brings extra federal and state obligations. Federal law requires you to verify each new employee’s identity and work authorization on Form I-9 within three business days of their start date, and to keep the form for three years after the hire date or one year after employment ends, whichever is later.15USCIS. I-9, Employment Eligibility Verification
You must also report each new hire to the state within 20 days of their start date. Virginia forwards the information to the National Directory of New Hires, which child support agencies use to locate parents who owe support. The report includes the employee’s name, address, and Social Security number, plus the employer’s name, address, and EIN.16Administration for Children and Families. New Hire Reporting
Keep the Corporation in Good Standing
Virginia requires every domestic corporation to pay an annual registration fee by the last day of the month in which it was incorporated. A corporation formed in July owes the fee every July 31. Miss the deadline and a 10% late penalty (minimum $10) applies.17Virginia State Corporation Commission. Maintaining Your Business
Ignoring this obligation has a serious consequence. If the annual registration fee is not paid or the annual report is not filed within four months of the due date, the corporation’s existence is automatically terminated by operation of law.18Virginia Code Commission. Virginia Code 13.1-752 – Automatic Termination of Corporate Existence The same automatic termination applies if a registered agent resigns and the corporation fails to appoint a replacement within 31 days. Reinstatement is possible but costs more and takes more paperwork, and the corporation has no legal existence during the gap.
Records and Corporate Formalities
Beyond the annual fee, the IRS expects corporations to keep minutes of board meetings, accounting journals and ledgers showing gross income and deductions, and supporting documents like invoices, receipts, and deposit slips.19Internal Revenue Service. Starting a Business and Keeping Records These records also protect the corporate veil. Commingle personal and business funds, skip board meetings, or fail to document major decisions, and a court can disregard the corporate structure and hold you personally liable for business debts.
Beneficial Ownership Reporting
The Corporate Transparency Act initially required most new corporations to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN). An interim final rule published in March 2025 exempted all domestic companies from the requirement. As of now, U.S.-formed corporations do not need to file BOI reports with FinCEN.20Financial Crimes Enforcement Network. Beneficial Ownership Information Reporting This area has been in flux, so it’s worth checking FinCEN’s site periodically.