How to Form a 501c3 Nonprofit Corporation in Virginia

If you’re looking to form a 501c3 in Virginia, you should be aware of the steps involved. First, you’ll draft and file Nonprofit Articles of Incorporation with the state, pursuant to Chapter 10 of Title 13.1 of the Code of Virginia. This will make your Virginia Nonprofit Corporation a legal entity, able to conduct business within the state. Note that you are not yet a 501c3 nonprofit; at this point in the process you’re just a regular nonprofit corporation.

The second step to form a 501c3 nonprofit is to request 501c3 status from the IRS. Once accepted, you officially become a 501c3 nonprofit corporation in Virginia. Only at this point can you begin to operate as a 501c3 nonprofit, accepting tax-deductable donations and taking advantage of the other tax breaks afforded 501c3 nonprofits.

Register your Nonprofit Corporation in Virginia

Your Nonprofit Articles will be very similar to regular For-Profit Articles, with a few key differences. First, you’ll be required to elaborate on your business purpose slightly. Second, if you do intend to register your business with the IRS as a 501c3 nonprofit, you will be required to include certain legal language in your Nonprofit Articles.

In order to fulfill both state requirements and IRS requirements, your Nonprofit Articles of Incorporation should include the following information:

  • Business name, which must be available for use and must not have a contradictory corporate ending (you may end your corporate name in “Inc.” or “Corp.”, for instance, but not “LLC”)
  • Statement as to whether your nonprofit corporation will have members; if multiple classes of members, those classes should be described.
  • Provide a statement describing the manner in which directors are appointed or elected.
  • Registered Agent, including name and physical address within Virginia.
  • Initial Directors, including names and physical addresses
  • Incorporator’s name and address
  • Specific language regarding dissolutions and other IRS-required information, if you intend to operate as a 501c3 Nonprofit.

Once your Nonprofit Articles have been placed on file with the Secretary of State and not before, you may apply for 501c3 status.

Applying for 501c3 Tax-Exempt Status from the IRS

In addition to your state filing information, the IRS will require a great deal of information from you, including but not limited to the following:

  • Form 1023
  • Articles of Incorporation, including specific 501c3 language
  • Three years of donation estimates
  • Detailed description of your business activities
  • Three years of expense estimates
  • Bylaws
  • Conflict of Interest form
  • Information about any organization from which you are involved in fundraising or donations
  • Depending on the amount of compensation they are to receive, a list of any independent contractors or officers
  • Copies of any leases or contracts with any of the above persons

This is by no means a comprehensive list of the information the IRS will require. Depending on your specific purpose, additional forms and information may be required.

When you use Click and Inc to file your 501c3, we make sure the required 501c3 language is present in your state Articles of Incorporation from the very beginning. Learn more about forming a 501c3 Nonprofit.

Further Responsibilities of a Virginia Nonprofit Corporation

You should file an Annual Report, along with the annual registration fee, with the Secretary of State’s office each year that your Nonprofit Corporation remains active. Failure to comply may result in the state imposing fines or fees or revoking the status of your corporation.

It’s important to file an Article Amendment if any of the information above changes.

You should obtain an EIN from the IRS. Check with the IRS to determine further requirements you may have at the federal level.

Depending on your purpose and your local jurisdictions, you may be required to open any number of Business Licenses at the state, county, or town level. Learn more about our Business License Services to streamline the process.

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Other Types of Businesses in Virginia

For information on other types of businesses in Virginia, please explore the links below.