Form a corporation in Virginia.

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Choosing a Corporation Name

The name you choose for your new Virginia corporation is not allowed to be the same as or deceptively similar to the registered or reserved name of any other business entity in the state. It may not include language that states or implies that it’s been organized for a purpose other than one allowed under state law or stated in its articles of incorporation. It must also include as a status designator one of the following terms or its abbreviation: “corporation,” “incorporated,” “limited,” or “company.”

If your corporate name is not considered to be distinguishable from one already on file with the state, it’s not sufficient to just change some punctuation, a definite or indefinite article, or the status designator. In other words, if “ABC Company” is a name already on file in Virginia, it would not be enough of a difference to file your corporation’s name as “The ABC Company,” “A-B-C Company,” or “ABC Incorporated.”

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.

Registered Agent and Office

Virginia corporations must maintain a registered agent within the state-a person or office appointed to receive official state correspondence, both administrative and legal. The agent must have the same business office address as the registered office and be either:

  • An individual residing in the state who is a director of the corporation, or
  • A member of the Virginia State Bar, or
  • A business entity with authority to transact business in Virginia.

The corporation’s registered office may be the same as any of the corporations's places of business.


A corporation’s bylaws are critical because they describe the corporation’s basic operating principles from both the managerial and legal perspectives. A Virginia corporation must maintain a copy of its bylaws at its main executive office, but is not required to file them with the state.

The incorporators or board of directors should approve the corporation’s bylaws at their first meeting-insuring that they don’t conflict with either state law or the articles of incorporation-and keep them updated as time goes on. The bylaws should as a minimum include:

  • What authority directors have, how many there are, and how long they serve
  • Duties and responsibilities of officers and how long they serve
  • How consensus on major decisions is reached with and without meetings
  • How, when, and where shareholders and directors meetings are held
  • How stock is issued
  • Requirements for providing annual financial information to shareholders


The corporation’s board of directors has the responsibility for making major corporate decisions. Officers of the company-who run the day-to-day affairs of the organization-must be listed in the bylaws or elected by the board. At least one officer must authenticate records for the corporation, as well as prepare minutes of directors’ and shareholders meetings. An officer may hold more than one office in the corporation unless otherwise prohibited by law.

Requiment Reports

Virginia corporations must file an annual report with the Virginia State Corporation Commission in the last three months of the calendar year that begins with its date of incorporation. This report (accompanied by the filing fee of $100), must include the following information:

  • The corporation’s name and its state or country of incorporation.
  • The address of the corporation’s principal office.
  • The names and addresses of the corporation’s directors and principal officers.
  • The street address and county of the corporation’s registered office.
  • The name of the corporation’s registered agent at the registered office.
  • The aggregate number of shares which the corporation has authority to issue, itemized by class.


The Virginia corporate income tax rate varies based on the amount of a corporation’s income, as well as other factors.

Learn more about incorporating in Virginia

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a Virginia Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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