How to Start a Corporation in Virginia (2026): Steps, Costs & Filing Guide
Virginia’s Articles of Incorporation filing fee is $75 — less than the $100 it costs to form an LLC. That surprises a lot of people. It won’t take long to spend more than $25 on coffee while you sort out the paperwork, but knowing the real costs upfront makes the whole process less stressful.
This guide covers the complete process: naming your corporation, filing with the State Corporation Commission (SCC), setting up bylaws, issuing stock, and making the S-Corp tax election if you want it. By the end, you’ll know exactly what to file, what it costs, and what to do once you’re official.
Still deciding between a corporation and an LLC? If you’re not certain which structure fits your situation, read the full comparison guide. Short version: corporations are better for raising outside investment, issuing stock options to employees, or building toward an eventual acquisition or IPO. LLCs are simpler and cheaper to maintain for most small businesses. If you’ve already made your decision, keep reading.
Corporation vs. LLC in Virginia — Quick Decision Guide
Here are the five differences that actually matter for most founders:
| Factor | Corporation | LLC |
|---|---|---|
| Taxation | C-Corp pays entity-level tax (6% VA + federal). S-Corp election available for pass-through. | Pass-through by default. No entity-level income tax. |
| Ownership transfer | Shares transfer easily. Clean structure for investors. | Membership interest transfers require operating agreement review; can be messier. |
| Outside investment | VCs and angel investors expect corporations (usually Delaware C-Corps, but VA works). | Most institutional investors won’t invest in an LLC. |
| Formality required | Annual meetings, minutes, officers, board — required by law. | No mandatory meeting or minute requirements. |
| Annual cost in VA | $125/year minimum ($25 report + $100 registration) | $50/year minimum ($50 annual registration fee) |
Corporation wins when: you’re seeking venture capital, planning employee stock option plans (ESOPs or ISOs), positioning for an IPO, or you want the credibility signal that a formal board structure provides to larger clients and partners.
LLC wins when: you’re a solo operator, small partnership, or service business without plans to raise institutional capital. Less paperwork, lower annual costs, more flexibility.
If you’ve decided a corporation is right for you, here’s how to form one in Virginia.
Step 1 — Choose Your Corporation Name
Your corporation name must include one of the following designators:
- Corporation or Corp.
- Incorporated or Inc.
- Company or Co.
- Limited or Ltd.
The name must be distinguishable from existing businesses registered in Virginia. “Distinguishable” doesn’t mean dramatically different — the SCC will reject a name that’s too similar to an existing one, even with minor variations.
Check availability through the SCC’s Business Entity Name Inquiry (BENI) system at scc.virginia.gov. Search before you fall in love with a name.
If you’re not ready to file immediately, you can reserve the name for $10 for 120 days through the SCC. That’s optional — most people just file when they’re ready.
Virginia-specific restriction: You cannot use the words “bank,” “banking,” “trust,” “insurance,” or similar regulated terms in your corporation name without the appropriate licensing and SCC approval. This applies even if you’re not in that industry.
Step 2 — Appoint Directors and Officers
Virginia law (VA Code § 13.1-673) requires at least one director. There’s no maximum. Directors don’t need to be Virginia residents, and they don’t need to be shareholders.
Virginia also requires officers — at minimum a president and a secretary. One person can hold both roles. In practice, for a one-person startup, you can be the sole director, president, secretary, and shareholder simultaneously. There’s no requirement for a second person anywhere in the structure.
Officers are elected by the board of directors, typically at the initial organizational meeting (covered in Step 6). Directors are elected by shareholders.
For now, just know who you’re putting in these roles. You’ll name the initial directors in your Articles of Incorporation.
Step 3 — Appoint a Registered Agent
Every Virginia corporation must have a registered agent — a person or company with a physical Virginia address who is available during normal business hours to receive legal documents and official state correspondence on your corporation’s behalf.
Your options:
- You (or someone in your company): Works if you have a physical Virginia address and will reliably be there during business hours. Not ideal if you work from home and don’t want your address on public record.
- A colleague or attorney: Same requirements — Virginia address, available during business hours.
- A commercial registered agent service: Typically $50–$300/year. They handle the address, forward documents, and keep you compliant. Worth it for most small corporations.
For a full breakdown of registered agent options and how to choose, see the registered agent guide.
Step 4 — File Articles of Incorporation with the SCC
This is the official step that creates your corporation under Virginia law.
How to file: Online through the SCC’s Clerk’s Information System (CIS) at cis.scc.virginia.gov, or by mail using Form SCC-619. Online is faster and easier.
Filing fee: $75 (online, paid by credit or debit card).
What you’ll need to include:
- Corporation name — exactly as you want it to appear
- Registered agent name and Virginia address
- Number of authorized shares and par value (see below)
- Incorporator name and signature — this is the person filing the document, not necessarily a future officer or director
Authorized Shares — What This Actually Means
Virginia requires you to state the number of shares your corporation is authorized to issue. This is one of the concepts that trips people up most.
Authorized shares are the maximum number of shares your corporation is legally permitted to issue. You don’t have to issue all of them — or any of them — right away. It’s a ceiling, not a requirement.
A sensible default for most small corporations: 10,000 shares of common stock. This gives you flexibility to issue shares to founders and future investors without hitting the limit prematurely, while keeping things simple.
Par value is a nominal dollar amount assigned to each share — a legal formality left over from an earlier era of corporate law. It has almost nothing to do with what the shares are actually worth.
A common default: $0.001 par value per share. That means your 10,000 authorized shares have a total par value of $10. This is not the value of the company or the shares — it’s a technical minimum that mostly matters for accounting purposes.
Virginia also allows no-par-value shares, which skips the par value concept entirely. Either approach works for most small corporations. If you have a lawyer or accountant involved, they’ll likely have a preference.
Processing time: 1–3 business days for online filings. Expedited processing is available for an additional fee if you need same-day or next-business-day turnaround.
Step 5 — Create Corporate Bylaws
Bylaws are your corporation’s internal rulebook. You don’t file them with the SCC — they’re an internal document — but they’re legally required and practically essential.
Where an LLC’s operating agreement focuses heavily on economics (profit splits, capital contributions, what happens when a member leaves), bylaws focus on process:
- When and how board and shareholder meetings are held
- What constitutes a quorum for votes
- How officers are elected and removed
- How shares can be transferred
- How the bylaws themselves can be amended
For a one-person corporation, bylaws feel like bureaucracy. But they matter. If you ever bring in investors, get sued, or need to prove that your corporation operates as a separate legal entity, you’ll want documented bylaws and meeting minutes.
Getting bylaws:
- Formation services (ZenBusiness, Northwest, etc.) typically include a bylaws template in their packages. Functional for most simple corporations.
- An attorney will charge $500–$1,500 to draft custom bylaws. Worth it if your ownership structure is complex or you’re raising investment immediately.
- DIY templates are available online. Use them carefully — make sure they’re Virginia-specific and current.
Step 6 — Issue Stock and Hold Initial Board Meeting
Once your Articles of Incorporation are approved by the SCC, your corporation exists — but you’re not done with formation. You need to complete the organizational steps that make the corporation functional.
Issue stock. Virginia allows both paper stock certificates and uncertificated shares (electronic records). For a simple startup, uncertificated shares with a shareholder ledger in your corporate records book works fine. If you’re issuing to outside investors, certificates are more common.
Hold an organizational meeting of the board of directors. This is typically the first formal corporate act. At this meeting, the board should:
- Formally adopt the bylaws
- Elect officers (president, secretary, and any others)
- Authorize the initial issuance of stock
- Set the fiscal year (calendar year is most common)
- Authorize opening a business bank account
- Ratify any pre-incorporation actions taken on the corporation’s behalf
Keep corporate minutes. This is not optional. Virginia law expects corporations to maintain records of board and shareholder meetings. Failure to do so — consistently, over time — can create a legal vulnerability called “piercing the corporate veil,” where a court decides your corporation isn’t being operated as a real separate entity and holds you personally liable for corporate debts. Keep the minutes, even if they feel like a formality.
Step 7 — Get Your EIN and Handle Post-Formation Requirements
EIN (Employer Identification Number)
An Employer Identification Number is your corporation’s federal tax ID. You need it to open a business bank account, hire employees, and file taxes. Apply through the IRS at irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online. It’s free and takes about 10 minutes online.
S-Corp Election (IRS Form 2553)
By default, your Virginia corporation is a C-Corporation for federal tax purposes. That means the corporation pays corporate income tax on its profits, and then shareholders pay personal income tax on dividends — the classic “double taxation” problem.
The S-Corp election lets you avoid this. With an S-Corp election, corporate profits pass through to shareholders’ personal tax returns, and the corporation itself pays no federal income tax. Virginia follows the federal S-Corp election for state tax purposes.
To elect S-Corp status, file IRS Form 2553 with the IRS (not the SCC — this is a federal election only).
Timing matters:
- For a newly formed corporation: file within 75 days of incorporation
- For an existing corporation switching to S-Corp status: file by March 15 to be effective for the current tax year
S-Corp status has restrictions: no more than 100 shareholders, only one class of stock, and all shareholders must be US citizens or residents. If you’re planning to raise venture capital, S-Corp status is generally incompatible with that path (VCs require C-Corp structure). But for a small, owner-operated corporation? The tax savings can be significant.
Talk to a CPA before making the election — the right choice depends on your specific income situation.
Open a Business Bank Account
Keep corporate and personal finances separate from day one. Commingling funds is one of the fastest ways to lose the liability protection your corporation provides.
Virginia Tax Registration
Virginia corporations are subject to a 6% flat corporate income tax rate on taxable income — unless you’ve made the S-Corp election, in which case income passes through to shareholders and is taxed at their individual rates instead.
Register with the Virginia Department of Taxation at tax.virginia.gov if you’ll have Virginia-source income, employees, or sales.
Local Business License
Virginia’s local business licensing system is handled at the city or county level — there’s no single statewide business license. Your requirements will depend on where your business operates. Check with your local commissioner of the revenue.
Annual Requirements
This is where corporations cost more than LLCs on an ongoing basis. Virginia stock corporations must file:
- Annual report: $25/year, filed with the SCC
- Annual registration fee: $100/year for stock corporations
That’s $125/year in baseline state fees, every year, regardless of revenue. Budget for it.
Virginia Corporation Costs
Here’s everything in one place so you can plan your budget.
| Item | Cost | Notes |
|---|---|---|
| Articles of Incorporation | $75 | One-time state filing fee |
| Name reservation | $10 | Optional, 120 days |
| Registered agent | $0–$300/year | DIY or commercial service |
| Bylaws | $0–$1,500 | Template vs. attorney-drafted |
| EIN | $0 | Free from the IRS |
| Annual report | $25/year | Required annually |
| Annual registration fee | $100/year | Required for stock corporations |
| Year-one minimum | $75 | Filing fee only, DIY everything |
| Ongoing annual minimum | $125/year | Report + registration fee |
Formation services (ZenBusiness, Northwest Registered Agent, Bizee, etc.) typically charge $0–$150 plus the state filing fee. They handle the paperwork and usually include a registered agent for the first year. If you’d rather not deal with the SCC filing yourself, that’s a reasonable use of $50–$150.
Frequently Asked Questions
How much does it cost to incorporate in Virginia?
The state filing fee for Articles of Incorporation is $75 — paid to the SCC. That’s actually cheaper than forming an LLC in Virginia, which costs $100. Your total costs will be higher if you use a formation service or hire an attorney, but the mandatory state fee is $75.
Can one person form a corporation in Virginia?
Yes. Virginia allows single-shareholder, single-director corporations with no minimum ownership requirements. You can be the sole director, president, secretary, and shareholder. The structure is the same as a multi-person corporation — you just fill all the roles yourself.
What’s the difference between a C-Corp and S-Corp in Virginia?
The corporate structure itself is identical — both are Virginia corporations formed the same way through the SCC. The difference is a federal tax election made with the IRS via Form 2553.
A C-Corp pays corporate income tax at the entity level. An S-Corp elects pass-through taxation, so profits flow to shareholders’ personal returns and are taxed there instead. S-Corps avoid double taxation but come with restrictions: maximum 100 shareholders, one class of stock, and all shareholders must be US citizens or permanent residents.
Virginia follows the federal S-Corp election — no separate state election is required.
Does Virginia have a corporate income tax?
Yes. Virginia imposes a 6% flat rate on corporate taxable income. If you’ve made an S-Corp election, the corporation itself generally doesn’t pay Virginia income tax — income passes through to shareholders, who pay tax at their individual rates. If you’re a C-Corp, the 6% applies at the entity level, in addition to federal corporate taxes.
What to Do Next
Here’s the sequence in order:
- Check name availability via the SCC BENI system
- File Articles of Incorporation online through CIS — $75
- Get your EIN from the IRS (free, takes 10 minutes)
- Draft or obtain bylaws — template is fine to start
- Hold your organizational meeting — even if it’s just you, document it
- Issue stock and record it in your shareholder ledger
- Decide on S-Corp election — talk to a CPA, file Form 2553 within 75 days if you want it
- Open a business bank account
- Register with Virginia Department of Taxation if applicable
- Check local business license requirements in your city or county
The SCC filing is the official step — everything else follows from it. Most people complete the state filing in under an hour online.
This article is for informational purposes only and does not constitute legal or tax advice. Consult a licensed attorney or CPA for guidance specific to your situation.