Form a Corporation in Virginia.

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.

Bylaws

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

Directors

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.

Taxes

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