Do I need a lawyer to Incorporate in Virginia? |
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The short answer is no.
The state of Virginia does not legally require a lawyer to form a
Virginia Corporation.
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The short answer is no.
The state of Virginia does not legally require a lawyer to form a
Virginia Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Virginia Corporation.
However, if there is anything about Incorporating in Virginia
that you're not sure about you should seek the advice of a competent Virginia lawyer, a Virginia accountant,
or both before you Incorporate in Virginia.
Once you have made the decision to Incorporate in Virginia, a Virginia lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Virginia Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Virginia?
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You are not legally required to reserve a Company Name for a new Virginia Corporation before you submit your application to Incorporate in
Virginia.
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You are not legally required to reserve a Company Name for a new Virginia Corporation before you submit your application to Incorporate in
Virginia.
Whether or not you need to reserve a company name for your new Virginia Corporation depends entirely on your business situation.
The Virginia State Corporation Commission uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Virginia Company Name.
Click here for more information on
Virginia Company Name Reservation
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What if the Virginia Corporation Name I want is already taken?
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If the Name you have chosen for your new Virginia Corporation is already in use by a currently active
Virginia Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the county recorder in each Virginia county in which you want to do business. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Virginia Corporation is available before we submit
your Incorporation filing to the Virginia State Corporation Commission.
If necessary we can register a DBA Name in Virginia for you so that you can open your new Virginia business as quickly as possible.
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What do I have to do to Incorporate in Virginia?
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8 things you have to do in order to Incorporate in Virginia.
1. Choose a name for your Virginia Corporation
2. Select an official address and a Registered Agent for your Virginia Corporation
3. Choose a Board of Directors for your Virginia Corporation
4. Decide who will be Officers for your Virginia Corporation
5. Determine how you want your Virginia Corporation to be taxed
6. File Articles of Incorporation with the Virginia State Corporation Commission
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Virginia Corporation
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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.
The name of a Virginia Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
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).
We will:
- Check to make sure that your Virginia Corporation name is available
- Make sure your Virginia Corporation name conforms to state of Virginia regulations
- Reserve your Virginia Corporation name with the Virginia State Corporation Commission
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2. Select an official address and a Registered Agent for your Virginia Corporation
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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.
- We can act as the official Registered Agent for your Virginia Corporation.
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3. Choose a Board of Directors for your Virginia Corporation
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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.
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4. Decide who will be Officers for your Virginia Corporation
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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.
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5. Determine how you want your Virginia Corporation to be taxed
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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.
Click here for more Virginia Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Virginia Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Virginia State Corporation Commission
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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.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, 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.
- We can obtain an FEIN for your Virginia Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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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.
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What do I have to do after I form my Virginia Corporation? |
6 things you have to do after you Incorporate in Virginia.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Virginia for your VA Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Virginia Corporation reports
6. Keep proper records of your Virginia Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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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.
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2. Open a Business Bank Account in Virginia
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It's very important that you have a separate business bank account for your Virginia Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Virginia Incorporation package.
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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.
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4. Hold Meetings of Shareholders and Directors of each year.
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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.
- We can transcribe the minutes of any meeting of your Virginia Corporation into a form that complies with all
state of Virginia requirements.
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5. File the required Virginia Corporation reports
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| 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. |
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We can fill out and file any Annual Report with the Virginia State Corporation Commission after your Virginia Business gets going.
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6. Keep proper records of your Virginia Corporation on file
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Keep the following records on file and available at the principal business office of your Virginia Corporation:
- Names and addresses of all Directors and Officers of the Virginia Corporation
- Articles of Incorporation for the Virginia Corporation and any Amendments to them
- Corporate Bylaws for the Virginia Corporation and any Amendments to them
- List of current shareholders of the Virginia Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Virginia Corporation
- Copies of all tax returns and Annual Reports for the Virginia Corporation for the last 3 years
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What information do I need in order to Incorporate in Virginia? |
In order to Incorporate in Virginia you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Virginia you'll need the following information about your new Company:
- The name of your new Virginia Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Virginia (not a PO Box)
- Name and address of your Virginia Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Virginia Corporation
- Names and addresses of the initial Directors of the Virginia Corporation
- The number of shares of stock that the Virginia Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Virginia becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Virginia.
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How long does it take to Incorporate in Virginia? |
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Processing times for new Virginia Corporation applications vary depending on the work load of the
State Corporation Commission's staff.
We've found that normal processing of new Virginia Articles of Incorporation takes the state around 3-4 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Virginia LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE VIRGINIA STATE CORPORATION COMMISSION PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Virginia State Corporation Commission.
In our experience 3-4 business days is the time it usually takes the Virginia State Corporation Commission to process
a new Virginia Corporation application.
We get your Virginia Corporation application to the VA State Corporation Commission ASAP.
Once it is at the state we have no control over the new Virginia Corporation application process.
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Are there any Expedited Processing Options for new VA Corporation Filings?
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| The Virginia Secretary of State offers two expedited filing options for new Virginia Corporation applications. For an additional $100 the Secretary of State will process your new Virginia Corporation filing by the next business day. For $200 the Secretary of State will process your new Virginia Corporation filing the same day for applications submitted before 12:00 noon Virginia time. |
How much does it cost to Incorporate in Virginia? |
The state of Virginia charges $105.00 to Incorporate in VA.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the VA State Corporation Commission.
If you choose All Business Documemnts to help you Incorporate in Virginia our processing fees are $125.00.
We start processing your new Virginia Corporation order as soon as we get it.
Total cost includes:
- VA Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Virginia State Corporation Commission
- Certified Copies of Articles
- Virginia Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Virginia Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Virginia then you will
most likely need to form a Virginia Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Virginia then you will
most likely need to form a Virginia Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Virginia State Corporation Commission.
Depending on exactly what it is that you want to do in Virginia, approval from a specific Virginia state agency or board may be required before the VA State Corporation Commission will approve a new
Virginia Professional Corporation filing.
This could add to the total processing time for a new Virginia Corporation.
Click here for more information on a
Virginia Professional Corporation.
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Virginia Foreign Corporation Qualification |
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You want to do business in the state of Virginia but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Virginia you must register with the Virginia State Corporation Commission as
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You want to do business in the state of Virginia but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Virginia you must register with the Virginia State Corporation Commission as
a Virginia Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Virginia is called Virginia Corporation Foreign Qualification.
The process of Virginia Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Virginia.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Virginia Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Virginia Foreign Corporation.
Click here for specific requirements for
Virginia Corporation Foreign Qualification.
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