How To Form A Company In Virginia

With our 5-step method, forming a company in Virginia is simple. A company may be formed by submitting formation paperwork with your state and forming a board of directors.

We’ll teach you how to form your own company in Virginia.

In Virginia, it is simple to form a corporation.

In Virginia, you may form a company by submitting the Certificate of Incorporation, drafting corporate bylaws, and naming your first director (s).

To get started, follow the steps in our How to Start a Corporation in Virginia tutorial below:

Step 1: Give Your Virginia Corporation a Name

Step 2: Select a Registered Agent.

Hold an Organizational Meeting in Step 3

Step 4: Submit your Articles of Incorporation.

Step 5: Obtain an EIN

Step 1: Give Your Virginia Corporation a Name

The first step in forming a company is to choose a business name. You must choose a distinct name that conforms with Virginia company naming regulations.

1. Virginia naming conventions:

The words “corporation,” “business,” “incorporated,” “limited,” or an acronym of one of these keywords must appear in your name.

Any term, abbreviation, or combination of characters that declares or suggests the organisation is an LLC or a limited partnership is not permitted in your name.

Your firm’s name cannot fraudulently indicate that it is a bank, trust company, insurance company, or public service company, such as a railroad, telephone company, utility, or water or sewer company.

Your name must be distinct from any other current company in the state. This lists reserved names in Virginia.

Your name cannot include the terms “bank” or “trust” unless the corporation will be involved in the banking or trust firm business, or the context of the remaining words clearly indicates that it will not be engaged in such activity.

Unless the organisation will be legitimately engaged in such services or it is evident from the context of the remaining words that it will not conduct such activity, your name cannot contain the terms “engineer,” “architecture,” or “land surveying,” or any variant of those words.

The terms “United States,” “national,” “Federal,” and “reserve” may not appear in the name of a firm involved in banking, lending, building and loan, brokerage, factorage, insurance, indemnity, savings, or trust.

2. Is my business name accessible in Virginia?

Your Virginia company name must be distinct and distinct from existing Virginia business names. To see whether your selected company name is available, use the Virginia State Corporation Commission’s Business Search Portal.

Visit our How to Name a Business guide and pick Virginia from the drop-down box for additional information on Virginia corporation name searches.

3. Is the URL accessible?

Before forming your Virginia company, check to see whether an appropriate URL for your preferred business name is accessible. Even if you don’t intend to create a company website right immediately, we recommend purchasing a web domain right away to avoid other companies from obtaining it.

Step 2: Select a Registered Agent in Virginia.

When you form your company with the State Corporation Commission, you must choose a Virginia registered agent.

What exactly is a Registered Agent? A registered agent is a person or organisation chosen by an LLC or corporation to accept service of process, government communications, and compliance paperwork on behalf of a company.

Who Is Eligible to Be a Registered Agent? An person, a corporate organisation, or a professional registered agent service may serve as your registered agent. Any organisation or individual may act as your Virginia registered agent as long as the person:

is at least 18 years old

has a physical address in the state where business is done

is accessible during regular business hours (in person).

 Step 3 Hold an Organizational Meeting

Before filing the Articles of Incorporation formally in Step 4, you must conduct an organisational meeting to perform the following tasks:

Complete and sign the Articles of Incorporation.

Establish and approve bylaws

Choose your first director (s)

Determine your ownership structure.

Fill out an Incorporator’s Statement.

Establish and Approve Corporate Bylaws

Bylaws are the rules that regulate and control how your organisation is governed and operated. Consider the bylaws to be your corporation’s constitution. It clarifies the norms and priorities for all parties involved.

The bylaws of a company will augment any regulations established by the federal government or the state.

Include the following in your bylaws:

The governance of the company, including the roles of directors and officials

Meeting processes, voting procedures, and the election of executives or directors

How will records be preserved and managed?

How will disagreements be resolved?

How will bylaws be added/modified in the future?

The annual shareholder meeting date

Contract Negotiation Techniques

Fiduciary responsibilities to the company (i.e. acting in the best interests of the corporation)

What is a quorum for voting purposes?

What exactly is a quorum? A quorum is the minimal number of members who must be present at a meeting in order for the meeting’s actions, including any votes, to be legitimate.

Appoint the First Directors

At least one director must be appointed to monitor your Virginia company until the first shareholder meeting.

A corporate director is in charge of operational bylaw adoption, modification, and repeal, as well as the election, monitoring, and removal of officers.

Following the incorporation of the company, the incorporator(s) — or initial director(s), if listed on the formation papers — shall convene an organisational meeting. During this inaugural meeting, either the incorporator(s) or the initial director(s) will elect the board of directors.

Selecting a Share Structure and Strategy

A share of stock is a corporation’s unit of ownership. Each share of stock reflects a proportion of the company’s ownership. If a business issues one share of stock, the shareholder (stock owner) owns 100% of the corporation.

Shares may be divided into classes. Each class, known as a share class, has unique rights and advantages. There may be several classes, and each class can have an unlimited number of shares.

The Virginia State Company Commission’s Articles of Incorporation form may only be used to incorporate a corporation with one share class. If the company requires a multiple share class structure, you must either add another page or write your own Articles of Incorporation.

NOTE: We suggest that you begin with a large number of authorised shares. Many lawyers advocate for a million dollars. Starting with a large number allows you to issue shares as required without incurring legal expenses to enhance your original permitted share size.

Make and implement an Incorporator’s Statement

The incorporator(s) shall sign and preserve an Incorporator’s Statement with the full names and addresses of all initial directors in the corporate records book.

The first director(s) named in this agreement will serve until the board of directors is chosen at the first shareholder meeting. It should be kept with the rest of your company’s records.

Step 4: Submit the Virginia Articles of Incorporation to the Secretary of State.

To form a company in Virginia, you must submit the Virginia Articles of Incorporation. The Articles of Incorporation are the legal documents that establish your Virginia company.

You may submit it with the Virginia State Corporation Commission by mail, in person, or online. The fee for filing is $25. A charter charge is also required:

Corporations with less than one million authorised shares: For every 25,000 shares or portion thereof, you will get $50.

Companies that issue more than one million authorised shares: $2,500

This paper will address the fundamentals of your company, such as:

Name and address of the corporation

Name and street address of the corporate registered agent

The number of authorised shares that a company may issue.

Initial corporate director’s name(s) and address(es) (s)

Name(s), signature(s), and incorporator(s) (s)

The Virginia State Company Commission’s Articles of Incorporation form may only be used to incorporate a corporation with one share class. If the company requires a multiple share class structure, you must either add another page or write your own Articles of Incorporation.

 Step 5 Get an EIN for Your Virginia Corporation

What exactly is an EIN? The federal government uses an Employer Identification Number (EIN) or Federal Tax Identification Number (FTIN) to identify a company organisation. It is effectively the company’s social security number.

Why do I need an EIN? An EIN is necessary for the following activities:

To establish a commercial bank account for the firm

In terms of federal and state taxation

To recruit workers for the firm

How can I get an EIN? After founding the firm, the business owner obtains an EIN from the IRS (free of charge). This may be done online or in the mail.