Filing Articles of Incorporation
Filing articles of incorporation through the State Corporation Commission’s online portal is the first step to creating a Virginia corporation if you are a stock company. Non-stock companies must submit this document through postal mail.
Non-stock corporations pay a $75 filing fee. The filing fee for stock corporations is $25 plus $50 for every 25,000 issued shares.
Choosing a Business Name
Every Virginia business entity must have a unique business name. Before registering your corporation, conduct a business entity name search to make sure the name you want is not already in use. Once you settle on a name, you can reserve it for 120 days with a $10 filing fee.
Creating a Stock Corporation
- Access your online account with the State Corporation Commission.
- Enter your desired business name.
- List your total number of authorized shares to be issued along with the par value if desired.
- Name your registered agent and indicate whether he or she is a director of the corporation and/or a member of the Virginia State Bar Association. Enter his or her Virginia street address. If a business is acting as a registered agent, select the name of the authorized business from the provided drop-down menu.
- Enter the principal business office address.
- Add the names and addresses of each initial director.
- Check the box to indicate you are legally authorized to submit the information on behalf of the business. Specify your name and enter your signature, then click Pay and File.
- You’ll be asked to verify your information, then shown the required filing fee.
- Click accept to agree to the terms and conditions.
- Provide your credit card number to pay the filing fee.
Choosing a Registered Agent
Your Virginia domestic corporation must have a registered agent in the state. This person or business is authorized to accept legal documents and service of process on behalf of your business and is considered responsible for providing these documents to the business entity. A registered agent must give his or her consent to act in this role and live in Virginia. He or she must also be either:
- A member in good standing of the state bar association
- A designated business manager, partner, director, officer or member
- Another VA business entity authorized to do business in the state.
You can change your registered agent at any time by notifying the State Corporation Commission.
Doing Business in Virginia
In most cases, a corporation that plans to do business in states other than where it was incorporated must register as a foreign entity in the state in question. This usually requires completing articles of incorporation, paying a fee, and establishing a registered agent in the state in question. Different states have different definitions of what doing business entails.
If you have already registered a corporation in another state, you must obtain a certificate of authority from Virginia’s State Corporation Commission to conduct business there as a foreign entity. Some of the activities that do not constitute “doing business” under state laws include:
- Buying or creating security interests, trusts, or debts in personal or real property
- Owning real or personal property
- Enforcing deeds of trust or collecting and securing debts
- Conducting one non-repeating transaction that is finished within 30 days
- Producing a film, video, or television program in the state for fewer than 90 days
- Acting as a general partner in a partnership that does not do business in Virginia
According to case law established with Moore-McCormack Lines v. Bunge Corp. (1962), the Commission will decide whether a foreign entity can be considered to be doing business in Virginia on a case-by-case basis. For this reason, you should speak with a qualified Virginia business attorney to find out whether your corporation must register.
Corporations that conduct business in Virginia without registering can face serious penalties. This can include fines for every director or officer who was aware of the unlawful business in the state ranging between $500 and $5,000 per person. In addition, you will not be able to bring a lawsuit in Virginia courts to settle a business dispute.