To register a nonprofit in Virginia, you file Articles of Incorporation with the State Corporation Commission (SCC) to create the entity under state law, then submit a separate application to the IRS for 501(c)(3) tax-exempt status. The state filing can be done in days; the IRS determination typically takes months. Getting the founding documents right the first time matters, because language the IRS requires has to be in your articles before you apply, and fixing it later costs time and money.1Internal Revenue Service. Organizational Test Internal Revenue Code Section 501(c)(3)
Pick a Name and a Registered Agent
Your nonprofit’s name must be distinguishable from every other active business entity on file with the Virginia SCC. Check availability for free through the SCC’s Clerk’s Information System before you commit to anything.2Virginia State Corporation Commission. Name Check Availability Clearing the availability search isn’t a guarantee of approval. The SCC can still reject a name that implies activities the organization won’t actually conduct, like a charity using “bank” in its name.
Every Virginia nonstock corporation must also maintain a registered office and a registered agent in the Commonwealth. The agent can be an individual Virginia resident who is an officer or director of the corporation or a member of the Virginia State Bar, or a business entity authorized to transact business in Virginia. The agent’s business office must match the registered office address.3Virginia Code Commission. Virginia Code Title 13.1 Chapter 10 Article 6 – Office and Agent You can serve as your own agent if you meet the requirements, or hire a commercial registered agent service.
File Articles of Incorporation With the SCC
The Articles of Incorporation formally create your nonprofit under Virginia law. Use Form SCC819, “Articles of Incorporation of a Virginia Nonstock Corporation.”4Virginia State Corporation Commission. Form SCC819 – Articles of Incorporation of a Virginia Nonstock Corporation You’ll need your corporation’s name, the registered agent’s name and Virginia street address, and the corporation’s purpose. File online through the Clerk’s Information System or by mail. The filing fee is $75. Once approved, the SCC issues a certificate of incorporation and your nonprofit legally exists.
Add the IRS-Required Purpose Language
If you plan to apply for 501(c)(3) status, your articles need specific language the IRS calls the “organizational test.” The purpose clause must limit your organization’s activities to one or more exempt purposes recognized under Section 501(c)(3): charitable, educational, scientific, religious, or literary purposes, for example.1Internal Revenue Service. Organizational Test Internal Revenue Code Section 501(c)(3) “Doing good in the community” won’t pass. Referencing Section 501(c)(3) directly in the purpose clause satisfies the requirement.
Add the IRS-Required Dissolution Clause
Your articles must also include a dissolution clause directing any remaining assets to another 501(c)(3) organization or to a government entity for a public purpose if the nonprofit ever shuts down. The IRS provides sample language: “Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of IRC Section 501(c)(3), or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.”5Internal Revenue Service. Dissolution Provision Required Under Section 501(c)(3) Virginia’s standard nonstock corporation form may not include this language by default. Add it before you file. Amending articles later is slow and avoidable.
Build a Board and Draft Bylaws
Virginia law allows a nonstock corporation to operate with as few as one director.6Virginia Code Commission. Virginia Code 13.1-855 – Number and Election of Directors The IRS, though, looks unfavorably on single-director nonprofits when reviewing 501(c)(3) applications. It recommends at least three unrelated board members (not family or business partners) to show independent oversight.
Bylaws are the internal operating rules of your nonprofit. They aren’t filed with the state, but the IRS will ask for a copy during the exempt-status application. Bylaws should cover board structure, how directors are elected and removed, officer roles, meeting frequency and quorum, voting procedures, and the fiscal year.
The IRS also strongly recommends that 501(c)(3) applicants adopt a conflict of interest policy, and Form 1023 asks whether you have one. The policy is a safeguard for situations where a director’s personal financial interests collide with the organization’s, such as voting on a contract with a company the director owns.7Internal Revenue Service. Form 1023 – Purpose of Conflict of Interest Policy A workable policy requires disclosure and recusal from the affected vote. Not having one won’t automatically disqualify you, but it will prompt questions.
Get an Employer Identification Number
Every nonprofit needs an Employer Identification Number (EIN) from the IRS, even without employees. The EIN is your federal tax ID and is required for bank accounts, grant applications, and the 501(c)(3) filing.8Internal Revenue Service. Employer Identification Number
Apply only after the SCC has approved your Articles of Incorporation. The IRS warns against applying early, because the clock on certain filing obligations begins when the EIN is issued, and an organization that misses required annual returns for three consecutive years loses its exempt status automatically.9Internal Revenue Service. Obtaining an Employer Identification Number for an Exempt Organization The online application is free and gives you an EIN immediately.
Apply for 501(c)(3) Tax-Exempt Status
Incorporating under Virginia law does not make you tax-exempt. That requires a separate application to the IRS under Section 501(c)(3) of the Internal Revenue Code.10Office of the Law Revision Counsel. 26 U.S. Code 501 – Exemption From Tax on Corporations, Certain Trusts, Etc. Federal exempt status is what allows your organization to receive tax-deductible donations, and it’s usually a prerequisite for grants and state-level exemptions.
To qualify, the organization must be organized and operated exclusively for exempt purposes such as charitable, educational, religious, or scientific work. No part of earnings can benefit any private individual, and the organization cannot substantially engage in lobbying or participate in political campaigns for or against candidates.11Internal Revenue Service. Exemption Requirements – 501(c)(3) Organizations
Form 1023 or Form 1023-EZ
The IRS offers two application paths. Form 1023-EZ is the streamlined version, available only to smaller organizations: projected annual gross receipts of $50,000 or less for each of the next three years, and total assets not exceeding $250,000.12Internal Revenue Service. Instructions for Form 1023-EZ You must complete the eligibility worksheet in the instructions to confirm you qualify. Everyone else files the full Form 1023, which asks for substantially more detail about activities, finances, and governance.
Both are submitted electronically through Pay.gov. The user fee is $275 for Form 1023-EZ and $600 for the full Form 1023. Both require your Articles of Incorporation, bylaws, financial projections, and a narrative description of your planned activities.
How Long Approval Takes
The IRS processes 80% of Form 1023-EZ applications within about three weeks. The full Form 1023 takes roughly six months for 80% of applications. Anything that raises questions takes longer.13Internal Revenue Service. Where’s My Application for Tax-Exempt Status? On approval, the IRS issues a determination letter recognizing your exempt status. Keep it permanently. You’ll need it for state filings, grants, and donor questions.
Virginia Registrations After You’re Exempt
Virginia generally recognizes federal 501(c)(3) status for state income tax purposes, so a separate state income tax exemption application is typically unnecessary. Two other Virginia-level steps still matter.
Sales and Use Tax Exemption
Federal exempt status does not automatically exempt your organization from Virginia’s retail sales and use tax. A separate application is required.14Virginia Department of Taxation. Nonprofit Exemption FAQs Submit Form NP-1, “Sales and Use Tax Exemption Application for Nonprofit Organizations,” to the Virginia Department of Taxation. You’ll need your federal EIN and a copy of your IRS determination letter.15Virginia Department of Taxation. Instructions for Form NP-1 Sales and Use Tax Exemption Application for Nonprofit Organizations Sales tax on supplies and equipment adds up quickly, so apply early.
Charitable Solicitation Registration
Any nonprofit that intends to solicit donations from the public in Virginia must register with the Virginia Department of Agriculture and Consumer Services (VDACS), Office of Charitable and Regulatory Programs, before any fundraising begins. Use Form 102, the Registration Statement for a Charitable Organization.16Virginia Department of Agriculture and Consumer Services. Registration Statement for a Charitable Organization – Form 102 Your organization cannot legally solicit contributions in Virginia until registration is complete.17Virginia Department of Agriculture and Consumer Services. Form 102 Registration Instructions for Charitable Organizations
Some organizations are exempt. Charitable organizations that don’t expect to receive more than $5,000 in public contributions in a calendar year, and haven’t exceeded that amount in any of the three preceding years, qualify for an exemption if all workers are unpaid volunteers and no assets or income go to officers or members. Accredited educational institutions and organizations soliciting only within their own membership are also exempt.18Virginia Code Commission. Virginia Code Title 57 Chapter 5 – Solicitation of Contributions If you cross $5,000 in public contributions during a calendar year, you have 30 days from crossing that threshold to register.
Keep Your Status: Annual Filings
Forming the nonprofit and getting exempt status isn’t the end of the work. Both Virginia and the IRS impose yearly filings, and missing them can cost you either your corporate status or your tax exemption.
All Virginia corporations, including nonstock corporations, must file an annual report with the SCC confirming current information. There is no fee. It’s due on the last day of the month in which the corporation originally incorporated. Miss the deadline and the corporation falls out of good standing, with a five-month grace period before the SCC terminates its existence.19Virginia State Corporation Commission. Annual Reports Because there’s no fee and no invoice, this is easy to forget.
Tax-exempt organizations must also file an annual information return with the IRS: Form 990-N, 990-EZ, or 990, depending on size. Returns are due by the 15th day of the fifth month after the end of your fiscal year, which is May 15 for calendar-year organizations.20Internal Revenue Service. Instructions for Form 990 If an organization fails to file for three consecutive years, the IRS automatically revokes exempt status. There is no warning letter and no appeal, and the organization must reapply from scratch.21Internal Revenue Service. Automatic Revocation of Exemption Even the smallest organizations filing the free e-Postcard are subject to this rule.
If you registered with VDACS for charitable solicitation, that registration must be renewed annually, by the 15th day of the fifth month of your fiscal year.18Virginia Code Commission. Virginia Code Title 57 Chapter 5 – Solicitation of Contributions Miss the deadline and your organization cannot legally solicit donations in Virginia until the registration is brought current.