A corporation is a legal entity separate from its owners. This enables corporations to hold property, sue and be sued, enter into contracts, buy goods and sell products. In fact, it’s one of the most useful things you can do in business. If you want to start a business, you might want to consider incorporating. Here are some tips on how to set up a corporation in Virginia.
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What is Required to Form an Incorporation in Virginia?
Filing articles of incorporation with Virginia Secretary of State records office is the first step to incorporate in Virginia. Once incorporated, you will want to obtain an employer identification number (EIN), which lets you file taxes and pay payroll tax. You will also need to obtain a federal tax id number (form ss4). This form contains information about the type of corporation, its address, ownership structure, and other details. A corporation meeting should be held to select officers and directors, approve bylaws, and set organizational goals.
To open a business bank account you will need to apply to the bank for a federal tax id number. This form includes information about what type of business entity you are starting, its address, ownership structures, and other details. Licenses and permits include sales tax registration, insurance requirements, and occupational licenses. If you plan to sell products over the internet, you will need to file with the state. Annual reports include financial statements and audits. They are filed annually after the end of the accounting period.
How to Incorporate in Virginia: DIY Guide
A corporation must file its incorporation articles and appoint a registered agent. Then it needs to pay a $100 annual fee to register. If you want to form a limited liability company, you’ll need to pay another $200. In addition, corporations cannot be formed without a designated registered agent. This person is responsible for receiving legal notices, such as lawsuits, and making sure documents are filed properly. There is no deadline to appoint a registered agent, but you must do it within 30 days of forming the corporation. Once appointed, a registered agent represents the corporation in court proceedings and acts as the company’s representative.
In Virginia, there is no separate filing fee to incorporate. However, you must still pay the state Division of Corporation Services fees. These include:
• $25 to issue a certificate of authority
• $50 to renew the certificate
• $10 to change the name of the corporation
• $20 to amend the articles of incorporation
• $5 to add additional shareholders
Completing the Articles of Incorporation
The process of incorporating a business in Virginia requires filing articles of incorporation with the Secretary of the Commonwealth. This is done to ensure that the company complies with Virginia law. Once incorporated, the business needs to select a legal name for itself. In addition, it needs to decide how many shares of common stock it plans to issue. Finally, it needs to determine whether it wants to hire a registered agent.
A registered agent protects your privacy. By listing its own address, the registered agent makes sure that people know where to send correspondence about the company. If you want to keep your personal information private, consider hiring a registered agent.
Our Virginia business address is a physical location. We do not use virtual offices or mail forwarding services.
Filing the Articles of Incorporation
To file the articles of incorporation with the Virginia State Corporation Commission, you will need to complete the following steps:
1. Find the form number for the type of corporation you are forming. 2. Choose the appropriate form based on the type of corporation you want to form. For example, if you are forming a limited liability company, select Limited Liability Company Form.
3. Download the form(s). You will need Adobe Acrobat Reader installed on your computer.
4. Print the forms.
5. Fill out the forms completely.
6. Sign the forms.
Filings Are Generally Faster Than Online Filing
If you haven’t filed electronically yet, it might be worth taking advantage of the “in person” filing option. This is where you go into a federal court building and fill out forms yourself. While there are some advantages to doing this, such as avoiding long lines, it’s important to know that in person filings are generally slower than online filings.
Online filing requires filling out one form and uploading documents. You don’t have to wait around for anyone else, either. If you’re ready to do this, simply log onto the Electronic Court Filing System (ECFS), select the type of case you want to file, and follow the instructions. Most cases take less than 10 minutes to complete.
In person, however, you’ll have to fill out multiple forms and submit copies of everything you’ve submitted online. Depending on how many forms you have to fill out, this could add up to several hours. And because you won’t have access to electronic documents while you’re filing, you’ll have to print out every document you plan to use.
The good news is that most courts offer expedited service for certain types of cases. For example, if you’re filing a bankruptcy petition, you can request an expedite hearing date within 15 days of submitting your papers. Other types of cases include those involving small claims and child support payments.
While it’s possible that you could receive an expedited hearing date for an in person filing, it’s unlikely. Most judges prefer to avoid having people waiting outside their courtroom for extended periods of time. So unless you’re prepared to spend several hours standing in line, it makes sense to file online.
Incorporation Is Easy And Convenient – But You Need To Know What You’re Doing
There are two ways to incorporate online: Through SCC eFile or upload a PDF. If you want to do it yourself, you’ll need to know what you’re doing.
The process of incorporating a corporation is fairly simple. All you have to do is open up a web browser, go to the state’s Secretary of State site, and follow the instructions. However, there are some things you should know about filing an online article of incorporation. First off, you don’t actually file anything. Instead, you complete a form on the state’s website. Once the form is submitted, the secretary of state sends you a confirmation email. This is where most people run into trouble because they think they’ve done everything correctly, but haven’t. In reality, you still need to pay the fee and fill out the rest of the paperwork.
The easiest way to incorporate online is through SCC eFile. SCC eFile allows you to use the same forms you’d use to incorporate locally. For example, if you wanted to incorporate a limited liability company in Delaware, you could just use the same forms you use to incorporate in Delaware.
If you choose to incorporate online, you’ll need to provide information like your name, address, phone number, and email address. After filling out the form, you’ll receive a confirmation email stating that your application has been received. From here, you’ll need to print out the documents and mail them along with the filing fees to the office of the Secretary of State.
If you decide to incorporate online, make sure you understand the requirements. Otherwise, you might find yourself wasting money and time.
Fees & Processing Times
Paper filing fees vary depending on the type of entity you are forming. For example, a corporation must pay $100 per person ($150 for married couples). A partnership pays $50 per partner ($75 for married couples), while LLCs pay $25 per member ($35 for married couples). There is no charge for individuals.
If you choose to file electronically, it will take longer than paper filing because we do not process electronic documents immediately. You can expect to receive your documents within 24 hours. However, if you want faster turnaround times, please call us.
We provide same day incorporation services for those who want to incorporate quickly and efficiently. Our team works around the clock to ensure that your documents are filed correctly and on time.
*Please note that we cannot accept credit cards for payment.
Establishing & Maintaining Your Corporation
Drafting and finalizing your organization’s bylaws is vital to establishing your corporation. A well-written set of bylaws establishes the rules and regulations you want to follow while operating your business. They are also important documents to keep up to date because they outline how your corporation will operate and what responsibilities each member must fulfill.
Holding an organizational meeting is the first step toward establishing your corporation. At this meeting, members elect officers, approve the bylaws, and determine the initial capitalization of your corporation. Officers are usually the president, vice president, secretary, treasurer, and sometimes one or more additional positions such as director of marketing.
Open a business bank account is necessary to separate your corporation’s assets from your personal assets. This way, your corporation can’t take advantage of your personal credit card debt, nor can it use your personal checking account to pay bills. You’ll also need a business bank account to deposit cash receipts into.
File a corporate annual report in Virginia. Once every three years, corporations file an annual report with the Virginia Secretary of State’s Office. Corporations must file this report within 30 days of the end of the fiscal year. If you fail to file this report, you could face penalties and fines.
Pay an annual filing fee. To maintain your status as a registered corporation, you must annually renew your registration certificate. Renewal fees vary depending upon the type of corporation you have. For example, a domestic nonprofit corporation pays $50, while a foreign corporation pays $100.
Send the form to the State of Virginia. The Secretary of State maintains a list of registered corporations. You can find this information online.
Frequently Asked Questions
Can I serve as my own registered agent in Virginia?
Yes, you can—only under very specific circumstances. A person must be a resident of Virginia, an initial director of the company, or a state bar member. Additionally, the person serving as his/her registered agent must be a natural person. If you serve as your corporate secretary, you must give your name, address, date of birth, social security number, driver’s license number, etc. This information becomes part of the public record once the articles of incorporation are filed with the Secretary of the Commonwealth.
If you choose to serve as your own registered office, keep good records of your activities. You cannot claim ignorance if someone asks about your status as a registered agent.
What is an S-corp?
An S-corporation is a type of corporation that is treated differently under the Internal Revenue Code. Unlike regular corporations, S-corporations don’t pay taxes on profits earned. Instead, the profits go directly to the owners of the corporation, and those individuals report those earnings as part of their personal income. This makes sense because it’s like having your own little business. You’re responsible for paying taxes on the money you make, but you aren’t required to pay taxes on the money you earn.
The most common reason for forming an S-corp is to avoid double taxation. If you form a regular corporation, you’ll pay both federal and state taxes on the same income. But if you form an S-corp, you’ll pay federal taxes on your earnings and then the earnings will flow down to your shareholders. So while you’re paying taxes on the money, your shareholders won’t be liable for anything.
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.