How to Form a Corporation in Virginia

Quick Answer

Forming a corporation in Virginia requires filing Articles of Incorporation with the State Corporation Commission (SCC) for a $100 filing fee. As of April 10, 2026, the process can be completed online with fast processing times of 3-5 business days. You’ll need a registered agent, a unique corporate name, and must comply with Virginia’s ongoing annual reporting requirements.

Step-by-Step Formation Process

1. Choose and Reserve Your Corporate Name

   • Search the Virginia SCC database to ensure your desired name is available
   • The name must include “Corporation,” “Corp.,” “Incorporated,” or “Inc.”
   • Consider reserving the name for 120 days if you need time to prepare other documents

2. Appoint a Registered Agent

   • Select an individual or entity with a Virginia street address (not a P.O. Box)
   • The registered agent must be available during business hours to receive legal documents
   • You can serve as your own registered agent or hire a professional service

3. Prepare Articles of Incorporation

   • Download Form SCC819 from the Virginia SCC website
   • Include required information: corporate name, registered agent details, number of authorized shares, and incorporator information
   • Specify the purpose of the corporation (can be general business purposes)

4. File Articles of Incorporation

   • Submit online through the Virginia SCC portal at https://www.scc.virginia.gov/pages/Business-Entity-Forms
   • Mail paper forms to: Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, VA 23218
   • Pay the $100 filing fee online or by check

5. Obtain Federal EIN

   • Apply for an Employer Identification Number through the IRS website
   • This is required for tax purposes and opening business bank accounts
   • The EIN application is free directly through the IRS

6. Create Corporate Bylaws

   • Draft internal rules governing corporate operations
   • While not filed with the state, bylaws are essential for corporate compliance
   • Include provisions for shareholder meetings, director duties, and voting procedures

7. Hold Initial Board Meeting

   • Conduct first board of directors meeting to adopt bylaws
   • Issue stock certificates to initial shareholders
   • Document decisions in corporate minutes

Costs Breakdown

Item	Cost	Notes
Articles of Incorporation Filing Fee	$100	Required state filing fee as of April 10, 2026
Registered Agent Service (Optional)	$150-$300/year	If using professional service
Name Reservation (Optional)	Contact SCC	For current fee information
Certified Copies	Contact SCC	For additional certified documents
Federal EIN	Free	Apply directly through IRS

The total minimum cost to form a corporation in Virginia is $100 if you serve as your own registered agent and handle the filing yourself.

Requirements Checklist

Before filing your Articles of Incorporation, ensure you have:

• Unique Corporate Name - Verified through Virginia SCC database search
• Registered Agent - Individual or entity with Virginia street address
• Incorporator - Person who signs and files the Articles (can be anyone)
• Authorized Shares - Determine number and type of shares to authorize
• Corporate Purpose - Statement of business activities (can be general)
• Principal Office Address - Virginia street address for the corporation
• Filing Fee - $100 payable to Virginia SCC

Optional but recommended items:

• Corporate Bylaws - Internal governance document
• Federal EIN - Required for tax filings and banking
• Initial Directors - Identify board members to manage the corporation

Tax Implications

Virginia corporations face several tax obligations as of April 10, 2026:

State Income Tax: Virginia imposes a corporate income tax with rates ranging from 2% to 5.75% on taxable income. Corporations must file Virginia Form 500 annually.

Federal Income Tax: C-corporations face double taxation - the corporation pays federal income tax on profits, and shareholders pay tax on dividends received.

Sales Tax: If your corporation sells taxable goods or services, you’ll need to register for Virginia sales tax. The base state rate is 5.3%, with additional local taxes possible.

Employment Taxes: Corporations with employees must withhold and pay federal and Virginia payroll taxes, unemployment insurance, and workers’ compensation.

No Franchise Tax: Virginia does not impose a separate franchise tax on corporations, unlike many other states.

Consider S-corporation election to avoid double taxation if you meet IRS requirements. Consult a tax professional to determine the best tax structure for your situation.

Ongoing Obligations

Virginia corporations must maintain compliance through several ongoing requirements:

Annual Report: File an annual report with the Virginia SCC by the last day of the corporation’s anniversary month. The annual registration fee is $100 as of April 10, 2026.

Tax Filings: Submit Virginia corporate income tax returns (Form 500) by the 15th day of the 4th month after the tax year ends. Federal returns are due by the same deadline.

Corporate Records: Maintain corporate books including bylaws, meeting minutes, stock records, and financial statements. Keep records at the principal office or registered agent address.

Board Meetings: Hold regular board of directors meetings and annual shareholder meetings as specified in your bylaws.

Registered Agent Maintenance: Ensure your registered agent remains available and notify the SCC of any address changes within 30 days.

Name Protection: Renew any trademark registrations and maintain your corporate name through continued good standing.

Registered Agent

Virginia law requires all corporations to maintain a registered agent with a street address in Virginia. The registered agent serves as the corporation’s official contact for legal documents, tax notices, and government correspondence.

Registered Agent Requirements:

• Must have a Virginia street address (P.O. Boxes not acceptable)
• Must be available during regular business hours
• Can be an individual Virginia resident or a business entity authorized to conduct business in Virginia
• Cannot be the corporation itself

Options for Registered Agent Service:

1. Serve as Your Own Agent - Free option if you have a Virginia address and availability
2. Appoint an Employee or Officer - Cost-effective if someone in your organization qualifies
3. Professional Registered Agent Service - Typically costs $150-$300 annually but provides privacy and reliability

Professional services offer advantages including mail forwarding, document scanning, and compliance reminders. This option is particularly valuable for out-of-state business owners or those who want to keep their home address private.

Common Mistakes to Avoid

1. Choosing an Unavailable Name: Always search the Virginia SCC database before settling on a corporate name. Similar names or names already in use will be rejected, delaying your filing.

2. Inadequate Registered Agent: Using a residential address without ensuring someone is available during business hours can result in missed legal notices. Consider professional services for reliability.

3. Insufficient Authorized Shares: Authorizing too few shares can complicate future investment or ownership changes. While you can amend later, it requires additional filings and fees.

4. Mixing Personal and Business Affairs: Failing to maintain corporate formalities like separate bank accounts and regular board meetings can jeopardize limited liability protection.

5. Ignoring Annual Requirements: Missing annual report deadlines can result in administrative dissolution. Virginia corporations face a $100 penalty for late filings.

6. Improper Stock Issuance: Issuing shares without proper documentation or consideration can create tax issues and ownership disputes.

7. Neglecting Employment Law Compliance: Corporations with employees must comply with federal and state employment laws, including workers’ compensation insurance and payroll tax withholding.

Related Guides

• How to Form Corporation in Florida 2026: $70 Filing Guide
• How to Form Corporation in Georgia: $100 Filing Guide 2026
• How to Form Corporation in West Virginia (2026 Guide)
• How to Form Corporation in Wyoming 2026: $100 Filing Guide
• How to Form Corporation in Colorado 2026 - $50 Filing Fee

FAQ

How long does it take to form a corporation in Virginia?

Online filings through the Virginia SCC typically process within 3-5 business days as of April 10, 2026. Paper filings may take longer. You can pay for expedited processing if you need faster turnaround times.

Can I be my own registered agent for my Virginia corporation?

Yes, you can serve as your own registered agent if you have a Virginia street address and are available during regular business hours to receive legal documents. However, many business owners prefer professional registered agent services for privacy and reliability.

What’s the difference between authorized and issued shares?

Authorized shares are the maximum number of shares your corporation is permitted to issue, as specified in your Articles of Incorporation. Issued shares are the actual shares distributed to shareholders. You can issue fewer shares than authorized, but cannot exceed the authorized amount without amending your Articles.

Do I need an attorney to form a corporation in Virginia?

While not required by law, consulting an attorney is recommended for complex business structures or if you have questions about corporate governance, tax elections, or liability protection. Simple incorporations can often be handled without legal assistance.

Can a Virginia corporation have just one owner?

Yes, Virginia allows single-shareholder corporations. One person can serve as the sole shareholder, director, and officer. However, you still must maintain corporate formalities and comply with all filing requirements.

What happens if I don’t file the annual report?

Failure to file the annual report and pay the $100 fee by the deadline can result in administrative dissolution of your corporation. Virginia provides a grace period, but dissolved corporations lose their legal standing and liability protection.

Can I change my corporate name after incorporation?

Yes, you can change your corporate name by filing Articles of Amendment with the Virginia SCC. This requires board approval and payment of the amendment filing fee. The new name must be available and comply with Virginia naming requirements.

Is Virginia a good state to incorporate in?

Virginia offers several advantages including fast online filing, reasonable fees, and proximity to Washington D.C. for government contracting opportunities. However, Virginia does impose state income tax on corporations, unlike some states such as Nevada or Wyoming.

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This article provides general information about forming a corporation in Virginia and should not be construed as legal or tax advice. Data current as of April 10, 2026. Consult with an attorney or accountant for advice specific to your business situation.