Virginia is home to many major corporations and business services as well as startups. It is ranked as the fourth-best state for business due to its regulatory environment.
The following step-by-step guide will show you how to start a corporation in the state of Virginia.
1. Select a name for your corporation
Every Virginia corporation needs a suitable business name. Additionally, the state of Virginia has naming requirements for businesses that must be adhered to when selecting your Virginia corporation name.
General corporate name guidelines
The following Virginia naming guidelines will give you direction when selecting your business name:
- Your Virginia corporation name must contain one of these words: Inc., company, corporation, limited, or at least an abbreviation of any of these words
- Your Virginia corporation name cannot falsely imply that your company is conducting business as a trust company, bank, insurance company, or a public service company such as a telephone company, railroad, water, sewer, or utility company
- Your Virginia corporation name must not include an abbreviation or combination of characters that suggests that your corporation is a limited liability company or a limited partnership
- Your Virginia corporation name should be significantly different from any other business name already registered in the state of Virginia. This rule also applies to reserved names in the state
- Your Virginia corporation name cannot include the words architecture, engineer, land surveying, or even any variation of these words unless your corporation is going to be engaged lawfully in these services
- Do not include the words trust or bank in your Virginia corporation name unless your corporation will be engaged in the trust or banking business
- Additionally, do not include the words national, United States, reserve, or federal in your business name, even if you’re engaged in the banking, building, and loan, loan, factorage, brokerage, indemnity, insurance, or trust and savings business
The Virginia state statute provides additional direction and guidance to you when selecting a business name for your Virginia corporation.
After deciding on the ideal business name for your Virginia corporation, it’s time to start thinking about protecting your business name. One of the best ways to do this is to register a trademark.
The trademark ensures that your business name is protected from intellectual property misuse and theft. Therefore, you have legal precedent on your side in the event that anyone else tries to transact or conduct business under your business name.
There are two ways to register your business name as a trademark. The first way is to register a trademark with the Virginia Secretary of State, and this will give your business name statewide protection.
Alternatively, if you would prefer to have nationwide protection, then you’ll need to register a federal trademark with the United States Patent and Trademark Office.
Your Virginia corporation’s entity name is its legal and registered name. This is a name that you use to file formation documents and is also the name that the state uses to identify your business.
DBA (Doing-business-as) name
A DBA name which is short for (doing business as) name is also known as a fictitious or assumed name in the state of Virginia.
Essentially, a DBA name is recommended if you plan on conducting business under any other name aside from the entity name. This will ensure that you are legally operating under your DBA name.
The first step in registering a DBA in Virginia is to determine whether the Virginia DBA name is indeed available. Refer to the Virginia State Corporation Commission Business Entity Search Tool to find out if the business name is currently in use by another entity in the state.
If the name is available, go ahead and register your DBA with the State Corporation Commission.
2. Nominate a registered agent
Every Virginia corporation will need to appoint an individual to accept service of process and other legal documentation from the state on the corporation’s behalf.
Therefore, prior to registering your Virginia corporation with the State Corporation Commission, you will need to select an individual to fulfill this role.
- You may nominate anyone to be your corporation’s resident agent. However, the individual must meet a few key criteria such as:
- The Virginia resident agent must be at least 18 years of age or older
- The Virginia resident agent must have a Virginia street address where business activities are conducted
- The Virginia resident agent must remain available during normal business hours to accept legal documentation
- The Virginia resident agent must consent to the appointment
3. Appoint initial directors at the organizational meeting
Prior to filing the Articles of Incorporation and officially forming your Virginia corporation, an organizational meeting will need to be held.
During this meeting, a few formalities will need to be concluded, such as executing an incorporator’s statement, selecting a board of directors, determining your corporation’s share structure as well, and creating, approving, and ratifying bylaws.
When it comes to appointing initial directors, you need to have a minimum of one director to oversee the operations of your Virginia corporation. The director, who is also known as a corporate director, will serve a term until you hold the initial shareholder meeting.
Some of the responsibilities of a corporate director are to adopt, amend and repeal corporate bylaws as well as elect, supervise and remove corporate officers.
4. File Articles of Incorporation
Your Virginia corporation is only officially and legally formed after the Articles of Incorporation have been filed with the state. This document will officially set up your Virginia corporation. Some of the information that your articles will need to cover are:
- Your corporation’s address and name
- The physical address and name of the resident agent
- The names and addresses of the corporation’s initial corporate directors
- The number of authorized shares your Virginia corporation is committed to issue
- The signatures and names of the corporation’s incorporators
You should also note that the Articles of Incorporation Form you receive from the Virginia State Corporation Commission is only designed to accommodate a corporation with one share class.
In the event that you plan on going with a multiple share class structure, you should either compose your own articles or alternatively add an additional sheet to the articles.
Once you have all of the relevant information at your disposal, go ahead and compile the Articles of Incorporation Form and file it online with the Virginia State Corporation Commission.
Alternatively, download the Articles of Incorporation Form and have it mailed to the state’s office at the following address:
State Corporation Commission
P.O. Box 1197
Richmond, VA 23218-1197
After submitting the articles, you’ll receive a Certificate of Incorporation.
5. Create and approve bylaws
Corporate bylaws determine how your corporation’s internal affairs are going to be managed and structured. While the state requires that a corporation create bylaws, it’s also a requirement that your bylaws supplement state law as well as the Articles of Incorporation.
It is recommended that you use a typical bylaws template that is customized to accommodate your Virginia corporation’s corporate bylaws.
When creating corporate bylaws, please bear in mind that they must serve some important purposes, such as providing a roadmap for operating your business and giving your business legitimacy.
The bylaws are also a longer and more detailed internal document, and while they do not need to be filed with the state, they must be kept with your corporate records for reference as and when needed.
Your corporate bylaws will need to include some basic corporate information, such as the name of your corporation and its registered office address.
Additionally, include details of the board of directors, corporate officers, shareholders, and committees, as well as the process for holding meetings and resolving conflicts of interest.
6. Select a share structure
Since you’re forming a Virginia corporation, you’ll need to decide on a share structure and strategy for your company. Bear in mind that the unit of ownership of the corporation is represented by a share of stock. Therefore, every share of stock indicates a portion or ratio of ownership of the corporation.
So if you plan to issue stock or you want to issue one share of stock to a shareholder or stock owner, you should know that that individual would then own a hundred percent of the corporation. Shares are often structured into classes, where each class is known as a share class.
Additionally, each of the share classes will hold a different set of privileges and rights. Virginia corporations may have multiple classes. Furthermore, each class may hold any sum of shares.
7. Obtain an EIN
Your Virginia corporation needs an EIN, which is short for Employer Identification Number. Just as citizens or individuals obtain Social Security numbers to identify themselves, so too does your corporation need an Employer Identification Number to identify the business.
The nine-digit codes are issued by the Internal Revenue Service or federal government and are primarily used to report employment taxes. Your EIN does not expire and will never be issued to any other business entity.
To be eligible for an EIN, the person submitting the EIN application will need to have their own taxpayer identification number. There are no limitations or requirements as far as employees are concerned.
8. File Virginia state taxes
Your Virginia corporation may be liable for corporate taxes based on the type of business or type of corporation you’ve formed:
- Corporate income tax: Corporate income tax is assessed at a flat rate of 6% on net income.
- Virginia employer taxes: Your Virginia corporation must register for employer taxes via the Virginia Employment Commission’s website if you plan on hiring employees.
- Virginia sales tax: You need a seller’s permit, which you’ll obtain via the Virginia Department of Taxation’s website if you’re selling any physical products in the state. The seller’s permit is essentially a certificate that allows you to collect sales tax on the goods you’re selling.
9. Virginia business licenses and permits
Depending on the type of new business you’ve formed, you may need to obtain a couple of licenses and permits before legally operating in the state:
- Professional license: If you’ve formed a professional corporation and are offering professional or occupational services to the public, you’ll need to have a license to do so legally. Some of the professions that will require a professional license include architects, home inspectors, barbers, electricians, cosmetologists, etc.
While there is no statewide license required in the state of Virginia, you may need additional licenses and permits on the county and municipality levels to operate in the state legally.
Refer to the Secretary of State’s website to learn more about the licenses and permits needed in the state of Virginia.
10. Annual report requirements in Virginia
Virginia corporations must file an annual report with the State Corporation Commission by no later than the last day of the 12th month after incorporation. Additionally, this must be done every year afterward. The report may be filed online. While there is no filing fee for the annual report, you should expect a yearly registration determined or based on the number of your corporation’s authorized shares.
11. Costs of starting a corporation in Virginia
The filing fees below apply to all Virginia corporations:
- Name reservation: $10
- DBA name: $10
- Articles of Incorporation: $75
- Annual report: FREE
- Virginia Certificate of Good Standing: $6
Next steps after forming a corporation
Once you’ve formed your Virginia corporation, you’ll need to ensure that it runs smoothly for as long as possible. This includes completing a few additional steps such as:
Separate business and personal expenses
One of the best ways to protect your personal assets and give you personal liability protection is to separate your personal and business finances and expenses. Opening up a business bank account for your Virginia corporation will help you do this.
To open up your corporate bank account, you’ll need to submit your Employer Identification Number and formation documents to the bank. Thereafter, consider building your business’s credit score by opening a business credit card and also obtaining business insurance to give you further liability protection.
Virginia certificate of good standing
A certificate of good standing helps to verify that your Virginia corporation was formed legally and is being maintained properly. It is advantageous when it comes to forming your business as a foreign corporation in another state, seeking funding from banks as well as acquiring or renewing particular business permits and licenses.
A C Corporation or C corp is liable for corporate income taxes. However, shareholders are also liable for personal taxation. Essentially, this is known as double taxation, and a C Corporation is the only business structure that is taxed twice.
There are different types of business structures that one may form but amongst the most popular are sole proprietorships, limited liability companies, general partnerships, nonprofit corporations, and cooperatives.
There are many states with attractive business incentives to start a corporation. However, the best state to form a corporation is where you plan to do the most amount of business.
When deciding on a business name, there are many factors to consider, such as your brand, naming laws in the state as well as name availability. Ultimately, your name should be unique and stand out from the competition.
C corporations are taxed twice, that is, once on the business income and once on shareholders’ personal income. S corporations a taxed differently because profits pass through to the owner’s individual tax returns.