Form a Virginia Corporation
Incorporate Virginia Online: Form a Virginia (VA) corporation. Incorporate in Virginia online with the Virginia incorporation experts at LawInc.com Forming a Virginia corporation has never been simpler. We will help you form a Virginia corporation, the right way. To simply incorporate in Virginia, click on “Order Now.” Please feel free to call us, anytime, with any questions. Incorporate Virginia today.
Incorporating in Virginia
Incorporating a Virginia corporation can be vital to businesses based of Virginia. At LawInc, we prepare your Virginia corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Virginia corporation Tax ID number and file your Virginia S corporation election with the IRS.
Incorporate in Virginia with the Virginia incorporation experts. Incorporate in Virginia easily. Incorporate in Virginia quickly. Incorporate in Virginia affordably. Incorporate in Virginia with the experts at LawInc.com.
Virginia Incorporation Information
The following Virginia incorporation information will likely be helpful when deciding to incorporate in Virginia.
Virginia Corporation Name
The first step in forming a Virginia corporation is selecting the business name. Virginia corporation names:
- Must contain “Corporation”, “Incorporated”, “Company”, “Limited”, “Corp.”, “Inc.”, “Co.” or “Ltd.”.
- Must be distinguishable upon the records of the Virginia Secretary of State from any other formally organized entity registered with the Virginia Secretary of State’s office, such as corporations, limited liability companies, limited partnerships, and limited liability partnerships.
- May not imply that it will conduct business as a bank, trust company, insurance company or public service company unless it proposes in fact to engage in such special kind of business.
An available Virginia corporation name may be reserved with the Virginia Secretary of State for a 120 day period.
LawInc.com permits you to choose up to three names and will conduct a name search for your Virginia corporation, prior to incorporating in Virginal.
Virginia Corporation Formation
Virginia Filing Procedure: To incorporate in Virginia, you must file Virginia Articles of Incorporation with the Virginia Secretary of State.
Virginia Corporation Articles of Incorporation: The Virginia Articles of incorporation should include:
- Name of the Virginia corporation.
- Number shares the Virginia corporation will have the authority to issue.
- Name and physical address of the Virginia corporation’s registered agent.
- Name and addresses of the initial directors of the Virginia corporation.
- Name and address of each Virginia corporation incorporator.
Virginia Corporation Filing Fee: $25 filing fee for Articles of Incorporation + charter Fee (minimum fee of $50) is based on authorized shares, as follows:
|1,000,000 shares or less
|$50 for each 25,000 shares or fraction thereof
|More than 1,000,000 shares
Virginia Corporation Authorized Shares: There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure.
Virginia Corporation Incorporator: Minimum number of Virginia incorporators is one (1) person (an individual or entity) and there is no requirement that the incorporator be a resident of Virginia.
Virginia Corporation Directors: The minimum number of Virginia corporation directors is one (1).
Virginia Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular Virginia corporation stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.
Virginia Registered Agent: When incorporating in Virginia, a Virginia corporation must maintain a registered agent and office to receive service of process in Virginia. The Virginia registered agent should be available, at a Virginia physical address, during normal business hours to accept important legal and tax documents on behalf of the Virginia corporation. The registered agent can either be (1) an individual with a physical Virginia address or (2) a corporation authorized to serve as registered agent.
Virginia Corporation Post-Filing Requirements
Virginia Corporation Annual Report and Annual Registration Fee: Virginia corporations must file an Virginia Corporation Annual Report and pay an Annual Registration Fee which is due at the end of the incorporation anniversary month. For example, if the Virginia corporation is formed on January 10th, the annual report (after the first year) would be due on January 31st. The cost to file a Virginia Annual Registration Fee is a minimum of $100. To file and pay the Virginia Corporation Annual Report and Annual Registration Fee, visit https://sccefile.scc.virginia.gov/.
Virginia Corporate Minutes: Virginia corporations should hold and document annual shareholder and director meetings.
Virginia Corporation Taxes
Virginia Corporation Taxes: For information on Virginia income tax ,visit: http://www.tax.virginia.gov/. Prior to Virginia incorporation it is important to consult with a Virginia based accountant.
Virginia C Corporation: When incorporating in Virginia, all Virginia corporations formed by default are “C” corporations. A Virginia C corporation is a Virginia corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Virginia C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Virginia C corporations offer many planning and benefit opportunities.
Virginia S Corporation: A Virginia S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Virginia S corporations are not subject to the double taxation C corporations encounter. The State of Virginia recognizes federal S corporation status.
These are the 3 main advantages of forming a Virginia S corporation:
- No double taxation: One of the main advantages of Virginia S corporation status is that it avoids the double taxation that occurs with a regular Virginia C corporation. In a Virginia C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
- Loss deductions: The availability of losses. Shareholders of a Virginia S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Virginia C corporation, however, may offset only the corporation’s earnings.
- Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Virginia, Virginia corporations should obtain an EIN. The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.
Virginia Corporation Dissolution
Virginia Corporation State Dissolution Requirements: A Virginia corporation can be voluntarily dissolved by filing Articles of Termination of Corporate Existence and/or Articles of Dissolution with the Virginia Secretary of State. The fee to dissolve a Virginia corporation ranges from $10 to $20. The corporation must be current with all fees and penalties owed to the Corporation Commission, in order to dissolve a Virginia corporation.
Virginia Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.
Virginia Incorporation Summary
Virginia Incorporation Summary: When incorporating in Virginia, it is important that you consider all of the State of Virginia and Federal tax implications. Prior to Virginia incorporation, always consult with a Virginia incorporation specialist. Here at LawInc, we make the process simple and can provide you with an array of information regarding Virginia incorporation. Please feel free to call us, anytime, with any questions. To form a Virginia corporation online now, simply click on the “order now” button. We make incorporating in Virginia easy and are standing by to assist.