Virginia C Corporation Formation

When you incorporate in Virginia, you must draft Articles of Incorporation and file them with the Department of Labor & Economic Growth of the Secretary of State. These Articles of Incorporation will provide important information about your business to the Secretary of State.

Filing your Virginia Articles of Incorporation

To register a C Corporation in Virginia, you must submit Virginia Articles of Incorporation. These Articles must include the following information:

  • Name: You must select a name appropriate to your entity type; that name must be available for use in Virginia. We recommend first doing a business name search for availability to minimize your chances of any surprises.
  • Number of Shares: A C Corporation is a type of Stock Corporation, which means that it has shares. List the number of shares your corporation is authorized to issue; this number must be at least 1.
  • Registered Agent: Your registered agent, whether individual or entity, must reside in Virginia and have a Virginia physical address. If you do not have a registered agent in Virginia, we can obtain one for you.
  • Directors: List the names and address of your initial board of directors.
  • Incorporator: The name and signature of the person who drafted these Articles should be provided.

It’s important that if any of the information above changes after filing, you file an Article amendment with the Secretary of State’s office. They must have current information for your business on record at all times; failure to submit changes to your Articles may result in penalties or fines

Further Responsibilities of a Virginia C Corporation

All incorporated entities in Virginia, including C Corporations, must file an Annual Report and pay an Annual Registration Fee. You will be penalized if you fail to honor this requirement.

Additional Information about a Virginia C Corporation

Your C Corporation:

  • Is able to sell stock and raise capital
  • May deduct the cost of benefits provided to employees (such as parking permits, health insurance, and so on)
  • Has a board of directors, which oversees the policies of the corporation
  • Issues limited liability for owners
  • Can be owned by non-US citizens or non-resident aliens
  • Can own other business entities
  • Can be owned by other business entities
  • Is taxed separately from the owners’ income

Shareholders of a C Corporation cannot be held liable in a judgment against the corporation for an amount greater than the amount of stock they hold. (This does not include any personal liabilities, such as failure to pay taxes, fraud, and so on.)

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Other Types of Businesses in Virginia

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