Your Virginia Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Virginia Corporation name that you choose must be distinguishable from the name of any other registered Virginia Corporation or other business entity and the name must also be different from any reserved names on record with the state of Virginia.  Your Virginia Corporation name must not imply that it was formed for a purpose other than that stated in your Articles of Incorporation; and your Virginia Corporation name must not be a name that is likely to mislead the public.

Virginia state law restricts the use of certain words and phrases in Corporation names.  The name of a Virginia Corporation also must include the word "Corporation" or "Incorporated" or an abbreviation of one of these words.  If you choose us to help you for a new Virginia Corporation we will make sure that the name you have chose complies with all Virginia requirements.

It's important to choose a good name for your Virginia Corporation because if you want to change it after you incorporate you will have to file amended Articles of Incorporation with the Virginia State Corporation Commission (and pay a fee).

Every Virginia Corporation must have an address that is physically located in the state of Virginia.  This address is "registered" with the Virginia State Corporation Commission.  The Registered Address is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of Virginia to receive all correspondence on behalf of the Virginia Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Virginia Corporations hire a Registered Agent because they don't have a physical address within the state of Virginia or to provide a distinct level of privacy.

All Virginia Corporations are required to have a Board of Directors.  Directors are the people who will set policies for your Virginia Corporation and manage the business and its resources.  In the majority of small corporations directors are the owners. The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors. 

The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders. One of the most important duties of the Board of Directors is electing Officers for your Virginia Corporation.  The same person may be a Director and an Officer at the same time.  Directors need not be residents of the state of Virginia or shareholders of the Virginia Corporation unless the Articles of Incorporation or Bylaws require it.

Normally Directors for your Virginia Corporation are elected for a term of one year.  Elections are held at the annual meeting of Shareholders.  The Directors serve until the next annual Shareholders meeting.

The Board of Directors elects Officers for your Virginia Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.  Officers serve at the pleasure of the Board of Directors of the Virginia Corporation.  Officers handle the day to day operation of the Virginia Corporation.

Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Virginia Corporation the same person may hold more than one Corporate Office at the same time.  However, there are certain legal affairs in which the same person cannot act in more than one capacity.

One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings and for authenticating records for the Virginia Corporation. 

The Virginia Corporate Income Tax Rate is 6%.   You may form an S Corporation in Virginia.  S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Virginia Corporate Income Tax.

In order to form a Corporation in Virginia you must file Articles of Incorporation with the Virginia State Corporation Commission.  The Articles of Incorporation must include certain specific information about your Virginia business. If the Articles do not conform exactly to state of Virginia requirements they will be rejected.  You may subsequently amend the Articles of Incorporation for your Virginia Corporation but you will have to pay a fee to the state of Virginia in order to make the changes official.

A Federal Employer Identification Number (FEIN), also known as a Federal Tax Identification Number, is used by the IRS to identify a business entity.  An FEIN is like a Social Security Number for your Virginia Corporation.  All Virginia Corporations are required to have an FEIN.

Corporate stock is evidence of ownership of a Virginia Corporation.  When you form your Virginia Corporation, you will need to determine what type of stock and the number of shares of each type that you want to authorize.  You do not have to sell the number of shares that are authorized.  Many small Virginia Corporations hold 100% of the shares.

Stockholders in a Virginia Corporation are entitled to voting rights or dividends of the Corporate profits or both.  Whoever owns over 50% of the stock of the Virginia Corporation is able to make all Corporate business decisions.  Virginia Corporations usually hold at least 51% of the corporate stock in order to retain control of the Virginia Corporation.

The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.  Bylaws are the internal rules of your Virginia Corporation.  They are adopted by the Board of Directors and vary widely from Corporation to Corporation.  Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and Shareholders are to be conducted; what Officers the Virginia Corporation will have and a description of each of their duties. 

As your company grows over time, you may amend your bylaws as necessary.  Bylaws generally cannot be amended by the Board of Directors unilaterally.  A vote by the majority of Stockholders of the Virginia Corporation is usually required to amend the Corporate Bylaws.  Bylaws may include any rules for managing the business and conducting corporate affairs.  Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Virginia law or the Virginia Corporation's Articles of Incorporation.  A copy of the Corporate Bylaws should be maintained at the Corporation's principal Virginia office.

Note that forming a Virginia Corporation doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  A Virginia Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Virginia Corporation you may need to get one or more city business licenses or permits.  The business licenses or permits that are required for your Virginia Corporation vary depending on your business activities and the specific locations within the state of Virginia in which you want to conduct business.

If your Virginia Corporation will be selling products in Virginia you may be required to obtain a Reseller's Permit from the appropriate Virginia state agency.  If your Virginia Corporation will be selling products in Virginia you will also be responsible for all applicable local and state of Virginia sales taxes if there are any.

Every Virginia Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting on file.  A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.  The minutes of each meetings must be open for inspection by any Shareholder or Director.  This meeting requirement is often overlooked and comes into play when the Virginia Corporation is challenged for any reason.  Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your Virginia Corporation a lot of potential trouble.

The state of Virginia does not have Initial Annual Report requirements for new VA Corporations.

Every Virginia Corporation is required to file an Annual Report with the Virginia State Corporation Commission EACH year.

The VA Corporation Annual Report is due at the Virginia Corporation Commission on or before the last day of the 12th month after the Articles of Incorporation were approved by the state of Virginia.

For example, if the Virginia Corporation was approved by the VA Corporation Commission on April 4, 2014 then the first Annual Report is due by April 30, 2015 and EACH following year.

In addition to filing a Virginia Corporation Annual Report, each VA Corporation must pay an Annual Registration fee to the Virginia Corporation Commission. The Annual Registration fee for a Virginia Corporation varies with the number of shares that the VA Corporation is authorized to issue. This is a good reason to keep the number of shares which are authorized by the Virginia Corporation to less than 5000.