Virginia Articles of Incorporation

Introduction

Key Things to Know

1. 1

   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.

2. 2

   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.

3. 3

   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).

4. 4

   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).

5. 5

   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.

6. 6

   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).

7. 7

   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.

Virginia Requirements for Articles of Incorporation

• File Articles With the State Corporation Commission

  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.

• Charter Fee Based on Authorized Shares

  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.

• Corporate Name

  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.

• Registered Office and Registered Agent

  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).

• Authorized Shares

  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).

• Annual Registration Fee

  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).

• No Franchise Tax

  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.

• Corporation Versus LLC

  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.