In the following article, we will discuss how to incorporate your business in the state of Virginia. SunDoc is here to handle your business filings. We have a particular specialization in Virginia incorporations.

Remember that an attorney is not necessary when it comes to filing the paperwork you need to form your corporation. Still, there are many matters that may warrant discussion and consultation with a professional. This article may not be construed as tax, legal, or accounting advice. Always speak with a licensed professional for consultation and advice.

Overview

You'll need to prepare several things in order to create your corporation. Most of all, the process involves filing what's called your Articles of Incorporation. This needs to be filed with the Secretary of State.

When filing, you will need the following: a company name that is available, your company address, which type of corporation you're going to choose, and who your registered agent will be. Additionally, you must say the number of shares you will be authorizing the corporation to issue. Depending on what type of corporation you choose, you may have to name the number of shareholders as well.

In addition to filing your Articles of Incorporation, you will also need an EIN. EIN stands for Employer Identification Number. This can be obtained from the IRS or SunDoc can help obtained your EIN for you. You will also need to know who any directors you have will be and who your officers are going to be, and you need to have an initial Board of Directors meeting. At this meeting, you will adopt your bylaws, which you will keep in your own records. You will also appoint officers, but keep in mind that you do not have to list the officers in your Articles of Incorporation.

It is extremely important that you file your Annual Report. On this document, you will have listed your directors and officers. If you need advice on taxation in the state of Virginia, speak with the tax attorney or your accountant. 

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Virginia for certain professionals.

The forms supplied by Virginia for download meet the minimum requirements of the Virginia Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Like every other corporation, your corporation needs to have three officer positions filled. These are the president, the treasurer, and the secretary. If you choose, a single individual can fill all of these three roles. Most of the time, corporations in Virginia need to have at least three directors. There are some unique cases, however, where the shareholders are less than three or where zero shares have been issued. Unless it is in the Articles of Incorporation, your company's bylaws will outline the number and limit of your directors.

If you want to change your Articles of Incorporation at any time, remember this can only be done by going to the state and filing an amendment. Bylaws are a little easier to change. You can simply have a vote of your shareholders and directors at a business-wide meaning. When holding such meetings, you must keep minutes. Everything related to your business’ meetings, including methods and times as well as powers of directors, needs to be in your bylaws, and these bylaws must coincide with relevant provisions of the law in the state of Virginia.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Virginia Corporate Kit page.

Registered Agent

It is imperative that all Virginia corporations have what's called a registered agent. This may be an individual, or it can be a company, but they need to be available during business hours and at a known address. This is so that the state can communicate with them at basically any time for legal-related matters. SunDoc provides this service if you would like to outsource your registered agent. Go to our What is a Registered Agent? Why Do I Need One? article for additional information. 

Name Search

The most important thing to know about choosing a name for your new corporation is that it must be available with the state. According to the secretary of state's records, the name cannot already be taken by another business. Moreover, it cannot resemble another company's name so closely that it causes deception, and it cannot mislead the public either. Keep in mind there are other statutory requirements to note concerning your company name as well.

It's important to spend some time and effort when choosing the name of your company, and of course you'll need to comply with the law as well. You can run searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. This article provides general information between the two corporate tax structures.

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