Incorporating in Virginia

For complete and current information concerning Virginia corporations you should go to the Secretary of the Commonwealth web site. The following is not an attempt to present all you need to know when forming a corporation in Virginia but rather to call your attention to just some of the basic information and requirements you may want to know as you submit information to form your corporation.

The information herein is cited from the Secretary of the Commonwealth web site and the Virginia State Corporation Commission web site. While we make every effort to ensure its accuracy, MaxFilings cannot and does not guarantee that all of the information is accurate or complete and/or current and it should therefore be independently verified.

Virginia corporation name:

A Virginia corporation’s name must contain the word "corporation", "incorporated", "company", or "limited", or an abbreviation thereof. The name must be distinguishable from any other business entities’ names registered or reserved in accordance with Virginia law. The name cannot contain anything that states or implies the corporation is organized for a purpose other than that permitted by Virginia law and its articles of incorporation.

Virginia corporation board of directors:

The board of directors of a Virginia corporation shall consist of one or more individuals, with the number being prescribed in, or fixed in accordance with, the bylaws; or, if not so determined, the number prescribed in, or fixed in accordance with, the articles of incorporation. Directors need not be residents of Virginia or shareholders of the corporation or meet any other qualifications unless prescribed in the corporation’s articles of incorporation or bylaws.

Virginia corporation officers:

A Virginia corporation shall have such officers with titles and duties as prescribed in the bylaws or in a resolution of the board of directors that is consistent with the bylaws. The board of directors may elect officers of the corporation and, if authorized by the bylaws or board of directors, an officer may appoint one or more officers or assistant officers. The secretary or any other officer designated in the bylaws or by the board of directors shall be responsible for preparing and maintaining custody of minutes of directors' and shareholders' meetings and for authenticating the corporation’s records. One individual may simultaneously hold more than one office in the corporation.

Virginia corporation shareholders’ and directors’ meetings:

A Virginia corporation shall hold an annual shareholders’ meeting at a time stated in, or fixed in accordance with, the bylaws. Annual shareholders' meetings may be held at such place, in or out of Virginia, as may be set forth in the bylaws or, where consistent with the bylaws, in the notice of the meeting. Special shareholders’ meetings may be called by the chairman of the board of directors, the president, the board of directors, or the person(s) authorized to do so by the articles of incorporation or bylaws; or, for corporations with not over 35 shareholders of record, if the holders of at least 20 percent of all votes entitled to be cast on any issue proposed to be considered at the special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing, the purpose(s) for which it is to be held. The articles of incorporation may provide for a percentage higher or lower than the 20 percent called for above.

Regular or special board of directors’ meetings may be held in or out of Virginia.

Virginia taxes:

See the Virginia Department of Taxation web site.

Virginia Registered Agent:

Virginia corporations are required to have a registered agent in Virginia. By having MaxFilings provide you with a professional registered agent, you can be assured that all legal documents, tax documents, annual reports, and correspondence with the state and regulatory agencies will be handled promptly, professionally, and efficiently.

Start forming your corporation now:

If you’re ready to form a Virginia corporation with MaxFilings, you can start entering your information now. You’re under no obligation, and there is no charge until you actually place your order.

Incorporate in Virginia