A domestic corporation in Virginia is a company that has opted to incorporate in the state.
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Articles of Incorporation (Articles of Incorporation)
If you are a stock company, the first step is to file articles of formation via the State Corporation Commission’s online site. Non-stock corporations must send this paperwork by postal mail.
Non-stock companies must pay a filing cost of $75. For stock companies, the filing charge is $25, plus $50 for every 25,000 issued shares.
Choosing a Company Name
Every Virginia company entity is required to have a distinct business name. Conduct a business entity name search before establishing your firm to ensure that the name you desire is not already in use. Once you’ve decided on a name, you may reserve it for 120 days for a charge of $10.
Organizing a Corporation
Log in to your State Corporation Commission online account.
Enter the desired business name here.
List the total number of authorised shares to be issued, as well as the par value, if applicable.
Indicate if your registered agent is a director of the company and/or a member of the Virginia State Bar Association. Enter his or her street address in Virginia. Select the name of the approved business from the supplied drop-down menu if a business is operating as a registered agent.
Enter the address of the main business office.
Fill up the blanks with the names and addresses of each initial director.
Check the box to confirm that you are legally allowed to submit the information on behalf of the company. Enter your name and signature, then click Pay and File.
You’ll be prompted to verify your information before being shown the filing fee.
To accept the terms and conditions, click Accept.
To pay the filing fee, enter your credit card information.
Selecting a Registered Agent
A registered agent in Virginia is required for your Virginia domestic company. This individual or business is authorised to receive legal papers and serve process on behalf of your company and is responsible for delivering these documents to the business entity. A registered agent must agree to act in this capacity and reside in Virginia. He or she must also be one of the following:
A current member of the state bar association
A chosen company manager, partner, director, officer, or member of the board of directors
Another VA corporate entity that is permitted to do business in the state.
You have the right to alter your registered agent at any time by informing the State Corporation Commission.
How to Do Business in Virginia
In most situations, a company that intends to do business in states other than the one in which it was formed is required to register as a foreign entity in the state in issue. This normally entails filling out articles of incorporation, paying a fee, and appointing a registered agent in the state in issue. Varying states have different definitions of what it means to conduct business.
If you already have a company registered in another state, you must get a certificate of authorization from Virginia’s State Corporation Commission in order to do business as a foreign firm there. Among the actions that do not qualify as “doing business” under state law are:
Purchasing or establishing security interests, trusts, or liens in personal or real estate
Possession of real or personal property
Enforcing trust deeds or collecting and securing debts
Conducting a single non-repetitive transaction that is completed within 30 days
Producing a film, video, or television show for less than 90 days in the state
Being a general partner in a partnership that does not do business in Virginia
The Commission will assess whether a foreign firm may be regarded to be conducting business in Virginia on a case-by-case basis, according to case law established in Moore-McCormack Lines v. Bunge Corp. (1962). As a result, you should consult with an experienced Virginia business attorney to determine if your company is required to register.
Corporations that do business in Virginia without registering risk severe fines. This may include penalties ranging from $500 to $5,000 per person for each director or officer who was aware of the illegal operation in the state. Furthermore, you will be unable to file a lawsuit in Virginia courts to resolve a commercial issue.