Articles of Incorporation
A new corporation’s articles of incorporation must be filed with the Virginia Secretary of State before it can conduct business in the Old Dominion. Incorporating in Virginia can occur for any lawful business activity (subject to Virginia regulations regarding certain industries), but there is no requirement to specifically state the corporation’s purpose in the articles.
There must be at least one incorporator (a natural person or a corporate entity), who signs and files the articles of incorporation with the Secretary of State. The articles of incorporation must include:
- The minimum number of directors (state law specifies one or more).
- Qualifications for directors (may also be stated in the bylaws).
- Number of shares the corporation is authorized to issue; if more than one class of shares is authorized, the articles must state how many authorized shares are in each class, as well as a distinguishing designation for each class.
- The street address and county of the corporation’s initial registered office.
- The name of the corporation’s initial registered agent at the registered office; the articles must also be signed by that agent. The articles must also specify whether the agent is a Virginia resident, a director of the corporation, a domestic or foreign (out of state) corporation, an LLC, or a partnership.
Other items may-but are not required to be-included in the articles of incorporation, such as:
- Directors’ names and addresses.
- Shareholder preemptive rights, if any.
- Business purpose of the corporation.
- Provisions regulating the affairs and managing the business of the corporation.
- Par value for authorized shares or classes of shares.
- Limitations on a director’s or officer’s liability for fiscal damages to the corporation or its shareholders in certain situations.
After the articles are filed, the incorporator(s) or initial director(s)-if they are named in the articles-must hold a meeting to complete the organization of the corporation. Virginia’s laws regarding corporations give some protection from liability to directors for good-faith business decisions, as well as for minority and dissenting shareholders.
The minimum filing fee for a corporation in Virginia is $178.