How to Form S-Corp in Virginia

Quick Answer

To form an S-Corp in Virginia, you must first incorporate as a regular corporation with the Virginia State Corporation Commission for a $100 filing fee, then elect S-Corp tax status with the IRS within 75 days. As of April 10, 2026, processing takes 3-5 business days online, and you’ll need a registered agent and Articles of Incorporation to get started.

Step-by-Step Formation Process

1. Choose and Reserve Your Corporate Name

   • Search name availability on the Virginia SCC website
   • Ensure the name includes “Corporation,” “Corp.,” “Incorporated,” or “Inc.”
   • Reserve your name for 120 days if needed (additional fee applies)

2. Appoint a Registered Agent

   • Select an individual or business entity with a Virginia street address
   • The registered agent must be available during business hours to receive legal documents
   • You can serve as your own registered agent if you have a Virginia address

3. File Articles of Incorporation

   • Complete Form SCC819 (Articles of Incorporation)
   • File online through the Virginia SCC website or mail to: State Corporation Commission, P.O. Box 1197, Richmond, VA 23218
   • Pay the $100 filing fee
   • Processing time is typically 3-5 business days for online filings

4. Obtain Federal EIN

   • Apply for an Employer Identification Number through the IRS website
   • This is required even if you don’t plan to have employees
   • The EIN is necessary for the S-Corp election

5. File Form 2553 for S-Corp Election

   • Submit IRS Form 2553 (Election by a Small Business Corporation) within 75 days of incorporation
   • All shareholders must sign the form
   • File directly with the IRS, not the state

6. Create Corporate Bylaws

   • Draft internal governance rules for your corporation
   • While not filed with the state, bylaws are legally required
   • Include procedures for meetings, voting, and officer duties

7. Hold Initial Board Meeting

   • Document the organizational meeting in corporate minutes
   • Adopt bylaws, elect officers, and issue stock certificates
   • Authorize opening of business bank accounts

Costs Breakdown

Item	Cost	Notes
Articles of Incorporation Filing Fee	$100	Required state fee as of April 2026
Name Reservation (optional)	Contact SCC	If you need to reserve your name
Registered Agent Service (optional)	Varies	If you hire a service instead of self-serving
EIN Application	Free	Direct through IRS website
S-Corp Election (Form 2553)	Free	Must file within 75 days
Corporate Kit/Seal (optional)	$50-200	Stock certificates, corporate seal, binders

Total Minimum Cost: $100 (if you handle everything yourself and serve as your own registered agent)

Requirements Checklist

Before filing your Articles of Incorporation in Virginia, ensure you have:

• Chosen Corporate Name - Available name ending with Corp., Inc., Corporation, or Incorporated
• Registered Agent - Virginia resident or business entity with street address
• Incorporator Information - Person filing the Articles (can be anyone 18+)
• Initial Directors - At least one director required
• Share Structure - Decide on authorized shares and par value
• Principal Office Address - Can be same as registered agent address
• Filing Fee Payment - $100 for state filing
• S-Corp Eligibility - Maximum 100 shareholders, all must be U.S. citizens/residents, one class of stock only

Tax Implications

Virginia S-Corps enjoy pass-through taxation at the federal level but face specific state tax obligations:

State Income Tax: Virginia imposes a corporate income tax rate of 6% on S-Corps for certain built-in gains and passive income. However, most S-Corp income passes through to shareholders’ personal returns, where it’s taxed at Virginia’s individual income tax rates of 2-5.75%.

No Franchise Tax: Virginia does not impose a franchise tax on corporations, making it more cost-effective than many other states.

Self-Employment Tax Savings: S-Corp owners who work in the business must pay themselves a reasonable salary subject to payroll taxes, but additional profits distributed are not subject to self-employment tax, potentially saving thousands annually.

Federal Tax Benefits: S-Corp election allows income and losses to pass through to shareholders’ personal tax returns, avoiding double taxation while maintaining corporate liability protection.

Quarterly Estimated Taxes: Shareholders typically must make quarterly estimated tax payments on their share of S-Corp income, even if not distributed.

Ongoing Obligations

Annual Registration Fee: $100 annually, due by the last day of the corporation’s anniversary month. This includes the annual report filing requirement.

State Tax Returns: File Virginia Form 502 (Pass-Through Entity Return) annually, due March 15th (or 15th day of 3rd month after fiscal year-end).

Federal S-Corp Return: File Form 1120S annually with the IRS by March 15th.

Corporate Formalities: Hold annual shareholder and board meetings, maintain corporate minutes, and keep accurate financial records.

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

Stock Transfer Restrictions: Monitor shareholder changes to maintain S-Corp eligibility (100 shareholder limit, U.S. citizenship requirements).

Registered Agent

Virginia law requires all corporations to maintain a registered agent with a street address in the state. The registered agent serves legal documents and official state correspondence during regular business hours.

Options for Registered Agent:

• Serve as your own registered agent (if you have a Virginia address)
• Appoint an officer, director, or employee with a Virginia address
• Hire a professional registered agent service ($100-300 annually)

Registered Agent Responsibilities:

• Maintain a Virginia street address (P.O. boxes not accepted)
• Be available during normal business hours
• Accept service of process and legal documents
• Forward important documents to the corporation promptly

Changing Registered Agents: File Form SCC819/847 with the Virginia SCC and pay applicable fees when changing registered agents.

Common Mistakes to Avoid

1. Missing the S-Corp Election Deadline - Form 2553 must be filed within 75 days of incorporation. Missing this deadline means waiting until the next tax year.

2. Inadequate Salary for Owner-Employees - The IRS requires S-Corp owners who work in the business to pay themselves reasonable compensation subject to payroll taxes.

3. Violating Shareholder Restrictions - S-Corps cannot have more than 100 shareholders, multiple classes of stock, or non-U.S. citizen/resident shareholders.

4. Neglecting Corporate Formalities - Failing to hold annual meetings, maintain minutes, or keep proper records can jeopardize liability protection.

5. Mixing Personal and Business Finances - Always maintain separate business bank accounts and avoid using corporate funds for personal expenses.

6. Ignoring Annual Filing Requirements - Virginia’s $100 annual registration fee and report are due by your anniversary month. Late fees and potential dissolution can result from non-compliance.

7. Improper Stock Issuance - Issue stock certificates properly and maintain accurate records of all stock transactions to preserve S-Corp status.

Related Guides

• How to Form S-Corp in Florida 2026: Complete Step-by-Step Guide
• How to Form S-Corp in New Jersey: 2026 Step-by-Step Guide
• How to Form S-Corp in New York: 2026 Step-by-Step Guide
• How to Form S-Corp in Rhode Island: 2026 Step-by-Step Guide
• How to Form LLC in Virginia: 2026 Step-by-Step Guide

FAQ

How long does it take to form an S-Corp in Virginia?

The incorporation process takes 3-5 business days for online filings with the Virginia SCC. However, you must also file Form 2553 with the IRS within 75 days to elect S-Corp tax status, which can take 2-3 months for IRS processing and confirmation.

Can I be my own registered agent for my Virginia S-Corp?

Yes, you can serve as your own registered agent if you have a Virginia street address and are available during regular business hours. However, many business owners prefer hiring a registered agent service for privacy and reliability, especially if they travel frequently or work from home.

What’s the difference between forming an LLC vs. S-Corp in Virginia?

Both LLCs and S-Corps in Virginia have a $100 formation fee and require registered agents. The main differences are tax treatment (LLCs have more flexibility), ongoing costs (LLCs pay $50 annually vs. $100 for corporations), and formalities (corporations require more paperwork and meetings). S-Corps can provide self-employment tax savings for profitable businesses.

Do I need an attorney to form an S-Corp in Virginia?

While not legally required, consulting an attorney is advisable for S-Corp formation due to the complexity of tax elections, corporate formalities, and ongoing compliance requirements. At minimum, consider professional help for the S-Corp election and initial corporate setup.

Can a Virginia S-Corp have out-of-state shareholders?

Yes, Virginia S-Corps can have shareholders from any state, but all shareholders must be U.S. citizens or residents to maintain S-Corp tax status. Non-resident shareholders may need to file Virginia tax returns depending on their share of Virginia-source income.

What happens if I miss the S-Corp election deadline?

If you miss the 75-day deadline to file Form 2553, your corporation will be taxed as a C-Corp for the current tax year. You can request late election relief from the IRS or wait until the following tax year to make the S-Corp election.

How much can I save on self-employment taxes with an S-Corp?

S-Corp owners who work in the business must pay themselves reasonable salaries subject to 15.3% self-employment taxes, but additional profits distributed are exempt from these taxes. For profitable businesses, this can save thousands annually compared to sole proprietorships or partnerships.

Can I convert my existing Virginia LLC to an S-Corp?

You cannot directly convert an LLC to a corporation in Virginia. You would need to form a new corporation and potentially transfer assets from the LLC, which may have tax consequences. Alternatively, LLCs can elect S-Corp tax treatment without changing entity structure by filing Form 8832 and Form 2553.

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This article provides general information for educational purposes only and should not be considered legal or tax advice. Business formation requirements and tax laws change frequently. Consult with a qualified attorney or tax professional for advice specific to your situation.