How to Incorporate in Virginia (May 2024 Update)

Incorporating a business in Virginia involves several key steps, from choosing a name to filing annual reports. This comprehensive guide will walk you through everything you need to know to properly set up a corporation in the state of Virginia.

Choosing a Business Name

The first step when incorporating in Virginia is selecting a name for your corporation. You can choose almost anything, but there are a few rules you need to follow:

• The name must include a corporate designation like "Corporation," "Incorporated," "Limited," or their commonly used abbreviations.
• It cannot be the same name as another business already registered in Virginia or be too similar to an existing name. You can check name availability using Virginia’s business entity search.
• Certain terms like "bank" or "trust" imply the business is in highly regulated industries, so you may not be able to use them unless the name clearly conveys something different.

You may also want to think strategically about the name. Consider whether you want your own identity tied to it forever or would prefer something more flexible. And decide if this will be the outward-facing brand name or if you might have various brands and products under the corporate umbrella.

If you land on your perfect name but haven't formally registered your business yet, you can preemptively secure the name for up to 120 days for a $10 fee.

Appointing a Registered Agent

Virginia law requires every corporation to continuously maintain a registered agent - a person or business designated to receive service of process and official mail notifications. Your agent must be available at a physical street address in Virginia during normal business hours.

While you can serve as your corporation's registered agent, this will publicize your name and home address. Registered agent services only cost around $50 per year and greatly simplify compliance. Most entrepreneurs opt to use a professional service for privacy and convenience.

Filing Articles of Incorporation

The articles of incorporation legally establish your Virginia corporation. Prepare this document carefully, as all information becomes public record once filed.

On your articles of incorporation, you'll need to include:

• The corporate name
• Number and classes of shares issued
• Registered agent name and address
• Optional: principal office address
• Names and addresses of initial directors - or use a registered agent address
• Name and signature of Virginia incorporator

Submit your articles by mail, in-person, or through the Clerk Information System. The filing fee is $75 minimum.

Obtaining an EIN

Now that your business exists legally, you can get an employer identification number or EIN from the IRS. This unique number identifies your corporation for tax and reporting purposes.

Apply online anytime to instantly receive your EIN. This step helps with opening business bank accounts, registering for state taxes, and general federal tax compliance.

Filing the Beneficial Ownership Report

Starting in 2024, nearly all Virginia corporations must submit a beneficial ownership report to FinCEN within 30 days of initial registration or within 90 days for companies formed in 2024.

This non-public report helps law enforcement verify identities of owners and controlling parties. It requires names, addresses, and ID numbers for those who own 25% or more of the company and anyone who holds significant responsibility, like executive officers.

Updating the BOI report within 30 days is required if any beneficial ownership information changes. Some major companies may qualify for exemptions.

Drafting Corporate Bylaws

Though not submitted to Virginia, every corporation uses bylaws to govern internal affairs and operations. Address topics like:

• Shareholder and director meetings
• Stock certificates
• Electing directors/officers
• Dividends and finances
• Corporate records
• Amendments

Bylaws place major decisions in writing so all parties understand the expectations and rules. Consider working with legal counsel to develop your bylaws.

Holding an Organizational Meeting

After being legally formed, a corporation holds its first organizational meeting to formally adopt bylaws, appoint officers, issue stock certificates, and conduct any other pending business for the first time with everyone present.

Virginia doesn't impose specific rules around timing or location for organizing your corporation, but most file their articles first so the business legally exists at the time of the meeting. Written, signed consent of all parties can substitute for an in-person meeting if needed.

Opening a Bank Account

Before operating, open a dedicated business bank account in your company's name. This separates finances from your personal funds for liability protection. It also provides the infrastructure to accept payments, pay expenses, and keep accurate records.

To open an account, banks typically request business formation documents like articles of incorporation and corporate bylaws, along with your EIN paperwork.

For more information, take a look at our article on the key benefits of business checking accounts.

Handling Annual Reporting Requirements

All Virginia corporations owe recurring annual compliance filings and fees:

• File the annual report to update directors and other changes for public record - costs range $100 to $1,700 based on shares.
• Pay registration fees by your incorporation anniversary each year or incur penalties. Fees run around $100 minimum.
• Submit corporate tax returns - Virginia has a flat 6% corporate income tax rate.

Some municipalities also levy additional business taxes, and you may owe federal taxes quarterly before annual returns. Consider hiring an accountant or lawyer for support on ongoing compliance. Failing to file reports or remit taxes can lead to involuntary business termination in Virginia.

In Conclusion

Incorporating a business in Virginia entails several regulatory steps, but clearly understanding state rules and timeline requirements helps launch successfully. From reserving your perfect name to maintaining annual compliance, follow this comprehensive guide to ensure your Virginia corporation meets all initial requirements as you work to grow a profitable enterprise.