How To Incorporate In Virginia

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1. Choose a Name for Your Virginia Corporation

Check on Available Names in Virginia: You need to choose a name for your corporation when you are preparing to incorporate your small business. The name that you choose must be unique, that is, not in use by another corporation that is registered in Virginia. You should search online records and other records to see if the name that you have chosen is in use by another corporation. There is an online database of registered Virginia corporations available for you to search at Virginia Corporation.

Reserve a Corporate Name: You do not need to have a corporate name reservation before you file to incorporate your small business, but if you want to reserve a particular name for your corporation before the time that you can file to incorporate you should submit a name reservation application to the office of the Virginia Secretary of State. You can download the form online at Reserve a Virginia Corporation Name. The fee is $10.00 to reserve a name for a period of 120 days. You might also want to check out Virginia Business One Stop: Virginia Corporation Set Up.

Filing Trademarks and Doing a Corporate Name Search: It is possible that the name that you choose for your corporation is available in Virginia but in use by a corporation in another state. There might be some restrictions on how you use the name that you have chosen. If you consult an attorney you can learn what these restrictions may be and what you can do to protect the name of your corporation.

Virginia Corporate Name Requirements: When you choose a name for your corporation, remember that in Virginia corporate names need to include the word “corporation,” “incorporated,” “limited,” “company,” or an abbreviation of one of these words.

2. Find a Registered Agent in Virginia

Before you can file to incorporate your small business you will need to find a registered agent. Registered agents act as an agent for service of process. The registered agent that you choose will receive all legal and tax documents for your corporation. You can choose an adult resident of Virginia, a corporation in Virginia, or a corporate services company as your registered agent.

3. File Articles of Incorporation with the Virginia Clerk of the State

Minimum Requirements: Once you have decided on a name for your corporation and a registered agent, you can create the Articles of Incorporation. You can download a form for this document online at File a Virginia Corporation. Your Articles of Incorporation should include the name of your corporation, the name and address of your registered agent, the number of shares authorized by your corporation, and the name and address of each of the incorporators and directors. Each of the incorporators will need to sign the Articles of Incorporation before you submit the document to the Clerk of the State.

Other Virginia Legal Provisions: When creating your Articles of Incorporation you should consider including additional legal provisions besides the minimum requirements. If you consult an attorney you will have assistance in deciding what additional legal provisions will be the most important and beneficial for your corporation.

Where to Submit Form: You can submit the signed Articles of Incorporation document to the office of the Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, Virginia 23218-1197.

Filing Fee: The initial filing fee for Articles of Incorporation in Virginia is $25.00.

4. Create Other Virginia Incorporation Documents (Corporate Kits)

Once you have filed Articles of Incorporation with the Clerk of the State, you can prepare to take other actions in your corporation. These actions might include appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring the appropriate business license. You might also consider creating corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that describe what happens in the event that an owner decides to leave the company. These kinds of corporate documents can be particularly useful to corporations with multiple owners. If you consult an attorney or a professional corporate services company when it is time to draft these important documents you can be sure that you are in compliance with all legal requirements. 

5. Qualify Your Virginia Corporation to Do Business in Other States

Once you have incorporated your small business, you will need to qualify your corporation to do business in other states.  You need to qualify your corporation to do business in the state where your main corporate office is located if your main corporate office is located in another state. Other states will most likely require you to pay taxes in your home state. You can learn more about how to qualify your corporation to do business in other states online at Doing Business in other states.

6. Make Annual Filings and Pay Annual Fees and Taxes in Virginia

Once your corporation is registered in Virginia, you will be required to file an annual report. You can request the form for this report at Virginia Corporation Fee. The report asks that you indicate the name and address of your registered agent and the names and addresses of the principal officers and directors of the corporation. There is a no fee to file this report.

Once you have registered your corporation in Virginia, you will be subject to state income taxes. You are required to file taxes each year and pay taxes on your income. You can find information about the corporate tax in Virginia and download tax forms online at the official website of the Virginia Department of Taxation at Virginia Corporation Tax. If you consult an accountant when it is time to prepare your tax documents, you can be sure to avoid mistakes in your tax documents that could cost you extra taxes.

You will have to make complicated decisions when you are in the process of incorporating your small business, especially if your corporation will have multiple owners. If you consult an attorney and an accountant during the incorporation process you can feel confident that the paperwork for your corporation is being prepared correctly.

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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.


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