For already prepared documents, skip to step 3
Step 1: Check name availability
Choose three corporate names in order of preference and we will check which name is available.
Step 2: Prepare or Upload your Articles
Our online form will walk you through all required information.
Step 3: Specify Service Level and Service Options
Select the appropriate filing package or choose from the a la carte options.
Routine: 2 - 3 Business Days
Rush: Next Business Day
We will confirm your order via email within one hour during normal business hours.
Your filing is now on its way!
If we receive your Virginia Articles of Incorporation by 12 p.m. PST M-F, your corporation will be submitted and could be active the same day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it will take several weeks longer for proof of filing.
Your Post-Filing Responsibilities
- File a Statement of Information: After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information.
- Employer Identification Number: If you would like, we can obtain your EIN for your new company. Add it to your order and we will obtain the EIN within 24-48 hours.
- Virginia Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.
Add these optional services to your order at the time of filing:
- Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
- Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.
The SunDoc Filings Advantage
- We have filed thousands of documents since 1999
- All filings received by 12 p.m. PST are submitted same day
- Most filing companies mail in your filings
Virginia Corporate Formation Guidelines
The corporate name must contain the word "corporation," "incorporated," "company," "limited," "corp.," "inc.," "co.," or "ltd." A corporate name found to be available may be reserved with the Virginia State Corporation Commission for a 120 day period for a filing fee of $10.
It is acceptable to state either alone or with a specific purpose clause, "To transact any or all lawful business for which corporations may be incorporated under the provisions of the Virginia Stock Corporation Act, other than the special kinds of business enumerated in Section 13.1-620 of said Act.
AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL
The maximum number of authorized shares for the minimum incorporation fee is 25,000. Authorizing more than 5,000 shares will subject the corporation to a greater-than-minimum registration fee. There is no minimum amount of paid in capital required to commence business.
Preemptive rights are qualified granted in absence of a specific limitation or denial.
Cumulative voting is automatically denied unless specifically granted
REGISTERED AGENT AND REGISTERED OFFICE
The corporation must maintain a registered agent and registered office to receive service of process in Virginia.
The minimum number of directors is one (1).
LIMITATION OF DIRECTORS' AND OFFICERS’ PERSONAL LIABILITY
The Articles of Incorporation may contain, within the limitations prescribed by the Virginia Stock Corporation Act, a provision eliminating or limiting the personal liability of a director and officer to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Minimum number of incorporators is one (1) (an individual, a domestic or foreign stock corporation, a domestic nonstock corporation, a profit or not-for-profit unincorporated association, a business trust, an estate, a partnership, or a trust) and there is no requirement that the incorporator be a resident of Virginia.
Submit to the Virginia State Corporation Commission one (1) executed original of the Articles of Incorporation. The State Corporation Commission will issue a Certificate of Incorporation.
STATE DISBURSEMENTS AND FEES
$25 filing fee for Articles of Incorporation / Charter Fee (minimum fee of $50) is based on the aggregate number of authorized shares, regardless of value:
AUTHORIZED SHARES FEE
1,000,000 shares or less - $50 for each 25,000 shares or fraction thereof More than 1,000,000 shares $2,500
Virginia Corporate Frequently Asked Questions
Why choose SunDoc Filings?
SunDoc Filings can help you form a Virginia corporation with the Virginia Secretary of State on an expedited basis. To form a corporation in Virginia or form a Virginia subchapter S corporation, you must file the Virginia Articles of Incorporation with the Virginia Secretary of State. SunDoc Filings has been forming Virginia corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Virginia incorporation process quick and painless for you by preparing and filing the Virginia Articles of Incorporation with the Virginia Secretary of State on your behalf.
How do I form a Virginia Corporation?
First, we check corporate name availability with the Virginia Secretary of State. Second, we prepare the Virginia Articles of Incorporation. Third, before we form the Virginia corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Virginia Secretary of State. Fifth, when the Virginia Secretary of State files the Virginia Articles of Incorporation, we will return the filed document to you.
What are the advantages of forming a Virginia Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Virginia corporation form purchasing stock. Since the Virginia corporation is an independent legal entity, the Virginia corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
When you form an Virginia corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Virginia corporation. Ownership in an Virginia corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Virginia corporation itself.
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Virginia Corporation?
After we form an Virginia corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Virginia corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Virginia corporation. If you purchase our Virginia premium package, EIN obtainment is included for your Virginia corporation.
How do I form a Virginia S Corporation?
It is important to understand that your Virginia S corporation starts as a general stock corporation (C corporation). To obtain or to form an Virginia S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Virginia S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Virginia C corporations below. By obtaining S corporation status in Virginia, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Virginia S corporation's shareholders include their share of the Virginia Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
What are the advantages of a C Corporation in Virginia?
Generally most people form Virginia C corporations that plan on publicly trading the corporation's stock. Since Virginia S corporations cannot have more than 75 shareholders, choosing to maintain an Virginia C corporation allows for 76 shareholders or more. An Virginia C corporation can have multiple classes of stock such as preferred and common shares. An Virginia C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Virginia S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
How do I obtain or prepare corporate bylaws for my Virginia Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Virginia corporation and include meeting minutes (MS Word format) that you can prepare as needed.
What are the corporate bylaws and why are they so important for my Virginia corporation?
The corporate bylaws serve as a blueprint for your Virginia corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Virginia bylaws contain the number of directors and their names. Virginia bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
Another important part of Virginia corporation bylaws is to create "rules" on how the Virginia corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Virginia bylaws will reference a list of shareholders in alphabetical order that includes Virginia shareholder's names, addresses, titles held with the Virginia corporation, and the amount of shares the shareholder owns in the Virginia corporation.
What is an Virginia corporate seal?
After the Virginia corporation prepares its bylaws or has Sun prepare the bylaws, the Virginia corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Virginia corporation was formed. Many banks and other lending institutes require Virginia corporations to possess and use a corporation seal on business documents or loan papers. All Virginia corporation kits that Sun sells contain a handheld corporate seal embosser.
What is a Virginia corporate kit?
The Virginia corporate kit is typically a hardbound binder that contains all of the Virginia corporation's important documents such as the Virginia Articles of Incorporation and bylaws. All the Virginia corporation kits that Sundoc sells include having the Virginia corporation's name hot stamped (professional imprint of the Virginia corporation's name) on the spine. Most Virginia corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
Another important part of an Virginia corporate kit is stock certificates. All of the Virginia corporate kits that Sundoc sells contain 20 custom stock certificates that include the Virginia corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Virginia corporation, you can order an Virginia corporate kit by placing the order individually at our Corporate/LLC Kit order page. We have a selection of high quality kits that come in array of styles and colors.
Now that you have formed your Virginia corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Virginia bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Virginia corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Virginia corporation.