Virginia corporations: How to form and maintain your Virginia corporation
Should you form your corporation in Virginia? We've collected the relevant information that will help you make this decision.
- Tax rate of 6%
- Qualified workforce
- Home to one of the top 20 metro areas in the US
- Among top 10 "Best States for Business" (Forbes 2016)
- Owner disclosed in original filing
- Competitive market
Cost of doing business
- $75 filing fee / $100 annual statement
- Owner disclosed in original filing
Forming your corporation in Virginia
In order to communicate to the public that your new business is incorporated, its official name will need to end with one of the following signifiers (or a relevant abbreviation): “incorporated”, “Company”, or “corporation.” In addition, it is required that the name of your business is not intentionally misleading to consumers, for any reason. Your company’s new name must also be completely unique, and not deceptively similar to any other organizations name or trademarks. The use of parentheses is restricted from corporation names in Virginia. Do a FREE name search now.
Board of directors requirements
You will need to form an official board of directors when incorporating in Virginia. Here are the states explicit regulations regarding these directors:
- Required number of directors
Virginia corporations must have at least one director listed in their incorporation documents.
- Age restrictions
Directors of corporations located in Virginia can be of any age.
- Residence restrictions
There are no residence restrictions imposed on the directors of C corporations in Virginia. However, S corporations are only allowed to have directors located in the United States.
- What information needs to be included in the Articles of Incorporation?
Virginia does require the names and addresses of directors to be disclosed in incorporation documents.
Requirements for the Articles of Incorporation
The Articles of Incorporation is a document that must be filed during the incorporation process in every state. Here is the information that must be included in this document when filing in Virginia:
Virginia requires the number of initial shares outstanding, and their par value, to be disclosed during the incorporation process. The number of outstanding shares does not affect initial state filing fees.
The state of Virginia does not require officer information to be disclosed during the filing process.
Registered agent information
All Virginia corporations must have a registered agent on file, and submit their name and address (which cannot be a PO box). This agent will be required to be accessible during standard business hours, and act as the state’s point of contact with the company. Learn more about registered agents.
Additional Virginia filing requirements
If your business is a professional practice
Professional service corporations are permitted to form under the professional corporation (PC) structure.
Corporate record keeping requirements
Corporations are required to keep formal documentation regarding several of their operations. These are the explicit record keeping formalities required by Virginia:
- A copy of the Articles of Incorporation, bylaws, and their amendments
- Alphabetical, in-depth records that detail the owners (along with their names and addresses) and class of all outstanding stock shares
- The business address and names of all officers and directors
- Formal, in-depth documentation of all stock related resolutions
- A permanent of meeting minutes for all shareholder and director meetings.
- A copy of all written communications with shareholders within the previous three years
- A copy of the corporation’s most recent annual report
- Formal and permanent documentation of all director and shareholder decisions, regardless of if they were made during a meeting or not.
Virginia corporate taxation and fee requirements
There are several tax and fee requirements that must be addressed by corporations in Virginia. They are as follows:
All states have complex taxation requirements. For more information regarding taxes in Virginia, it is advised that you visit the state’s official business related website.
Annual report requirements
Corporations in Virginia are required to file an annual report before the end of the company’s anniversary month each year. The fee of this process varies between $100 and $1,700, depending on the number of authorized shares the company has. Learn more about annual reports.
Tax identification numbers
Virginia requires an EIN (employee identification number) for all corporations that will have employees, and most banks will require one to open accounts. Virginia does require corporations to obtain state tax ID numbers. Learn more about EINs.
Business license requirements
The business licenses and permits required in Virginia vary wildly depending on the county or municipality in which your new corporation is located. If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.
S corporation election
Virginia does not require a state-level S corp election, as they recognize any elections held at the federal level.
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