Virginia Articles of Incorporation
Virginia articles of incorporation form a corporation by filing with the State Corporation Commission, a $75 minimum, setting the name, agent, and shares (Va. Code 13.1-619). Attorney review available.
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Introduction
Virginia charges a charter fee scaled to the number of authorized shares, separate from the filing fee, and its articles of incorporation create the corporation as a separate legal entity once filed with the State Corporation Commission. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. In Virginia you file with the State Corporation Commission (SCC), not a Secretary of State. Virginia law requires the articles to set forth the corporation's name, the number of shares the corporation is authorized to issue and any classes or series, and the address of the initial registered office with the name of the initial registered agent at that office (Va. Code 13.1-619). The cost to file is a minimum $50 charter fee for up to 25,000 authorized shares (Va. Code 13.1-615.1) plus a $25 filing fee, a $75 minimum total. Virginia does not impose a franchise tax on a corporation's net worth or capital. Instead, the recurring obligation to the SCC is an annual registration fee of $50 for a corporation with 5,000 or fewer authorized shares, due by the last day of the twelfth month after the month of incorporation and each year after that (Va. Code 13.1-775.1). Virginia corporations are separately subject to a state corporate income tax on income. DocDraft builds your Virginia articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In Virginia, articles of incorporation are the founding document filed with the State Corporation Commission (SCC) to create a corporation as a separate legal entity. Virginia files with the SCC, not a Secretary of State.
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The cost to file is a minimum $50 charter fee for up to 25,000 authorized shares (Va. Code 13.1-615.1) plus a $25 filing fee, a $75 minimum total. The charter fee rises with the number of authorized shares.
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Virginia requires the articles to set forth the corporation's name, the number of authorized shares and any classes or series, and the address of the initial registered office with the name of the initial registered agent (Va. Code 13.1-619).
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The registered agent must be an individual resident of Virginia who is an officer or director of the corporation or a member of the Virginia State Bar, or a business entity authorized to transact business in Virginia; a corporation cannot be its own agent (Va. Code 13.1-634).
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Virginia does not impose a franchise tax on a corporation's net worth or capital. The recurring SCC obligation is an annual registration fee, and Virginia corporations are separately subject to a state corporate income tax on income.
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The annual registration fee is $50 for a corporation with 5,000 or fewer authorized shares, rising with more shares up to a maximum, due by the last day of the twelfth month after the month of incorporation and each year after that (Va. Code 13.1-775.1).
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Articles of incorporation form a corporation. To form a Virginia limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Virginia, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Virginia Requirements for Articles of Incorporation
A Virginia stock corporation is formed by filing Articles of Incorporation with the Virginia State Corporation Commission (SCC), not a Secretary of State. The cost is a $25 filing fee plus a minimum $50 charter fee, a $75 minimum total. The corporation legally exists once the SCC files the articles.
Virginia charges a charter fee of $50 for each 25,000 authorized shares or fraction, so the minimum charter fee is $50 for up to 25,000 shares (Va. Code 13.1-615.1). The charter fee rises with the number of authorized shares stated in the articles.
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must satisfy the name requirements of Virginia Code 13.1-630.
The articles must give the address of the initial registered office and the name of the initial registered agent. The agent must be a qualified Virginia resident or an authorized business entity, and the corporation cannot be its own agent (Va. Code 13.1-634).
The articles must state the number of shares the corporation is authorized to issue. If more than one class or series is authorized, the articles must state the number of shares of each class or series and a distinguishing designation for each (Va. Code 13.1-619).
A Virginia corporation must pay an annual registration fee of $50 for 5,000 or fewer authorized shares, rising with more shares up to a maximum, due by the last day of the twelfth month after the month of incorporation and each year after that (Va. Code 13.1-775.1).
Virginia does not impose a franchise tax on a corporation net worth or capital. The recurring State Corporation Commission obligation is the annual registration fee, and the corporation is separately subject to a state corporate income tax on income.
Articles of incorporation form a corporation. To form a Virginia limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Virginia, articles of incorporation are the founding document you file with the Virginia State Corporation Commission (SCC) to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. The articles must set forth the corporation's name, the number of shares it is authorized to issue and any classes or series, and the address of the initial registered office with the name of the initial registered agent (Va. Code 13.1-619).
In Virginia, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Virginia State Corporation Commission and both form a separate legal entity, but they create different kinds of entities under different parts of Virginia law. Choose the one that matches the entity you want.
In Virginia you file the Articles of Incorporation with the State Corporation Commission (SCC), not a Secretary of State. The cost is a minimum $50 charter fee for up to 25,000 authorized shares (Va. Code 13.1-615.1) plus a $25 filing fee, a $75 minimum total. You can file online through the SCC. Once the SCC accepts and files the articles, the corporation legally exists in Virginia.
Virginia requires the articles to set forth the corporation's name that satisfies state requirements, the number of shares the corporation is authorized to issue, and, if more than one class or series is authorized, the number of authorized shares of each class or series and a distinguishing designation for each. The articles must also give the address of the initial registered office and the name of the initial registered agent at that office (Va. Code 13.1-619).
The registered agent named in Virginia articles of incorporation must be either an individual resident of Virginia who is an officer or director of the corporation or a member of the Virginia State Bar, or a business entity authorized to transact business in Virginia whose business office is the registered office (Va. Code 13.1-634). A corporation cannot serve as its own registered agent, and the corporation must continuously maintain a registered office and agent in Virginia.
No. Virginia does not impose a franchise tax on a corporation's net worth or capital. Instead, the recurring obligation to the State Corporation Commission is an annual registration fee based on the number of authorized shares, and Virginia corporations are separately subject to a state corporate income tax on their income. The annual registration fee is separate from any income tax the corporation owes.
The Virginia annual registration fee is $50 for a corporation with 5,000 or fewer authorized shares, and $50 plus $15 for each additional 5,000 shares or fraction above that, up to a maximum of $850 (Va. Code 13.1-775.1). It is due by the last day of the twelfth month after the month the corporation was incorporated, and by that date each year after that. Paying on time keeps the corporation in good standing with the State Corporation Commission.
In Virginia, articles of incorporation are the short public document you file with the State Corporation Commission to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Virginia articles to exist as a corporation and the bylaws to govern it day to day.