How to Start a Corporation in Virginia: Charter Fee by Authorized Shares, Annual Report, Agent
To form a stock corporation in Virginia, you file Articles of Incorporation (Form SCC619) with the State Corporation Commission (SCC), Clerk's Office. The filing fee is not a flat number. It depends on how many shares the corporation is authorized to issue. Up to 25,000 authorized shares costs $75 in total, and the charter fee goes up by $50 for each additional 25,000 shares or fraction. After formation, the corporation pays an annual registration fee, which is also based on authorized shares, and files an annual report that carries no fee.
Charter Fee by Authorized Shares
The SCC charges $50 for each 25,000 authorized shares or fraction, up to 1,000,000 shares, plus a $25 filing fee. Above 1,000,000 shares, the charter fee is $2,500 plus the same $25 filing fee. Your total depends on the share count in your articles:
| Authorized shares | Total SCC charter cost |
|---|---|
| 1 to 25,000 | $75 |
| 25,001 to 50,000 | $125 |
| 50,001 to 75,000 | $175 |
| Each further 25,000 shares or fraction, up to 1,000,000 | Add $50 for each block |
| More than 1,000,000 | $2,525 ($2,500 charter fee plus $25 filing fee) |
The $75 total applies only up to 25,000 shares. Many founders choose a larger share count to leave room for future investors or an option pool, but every block of 25,000 shares adds to the charter fee and to the annual registration fee, so set the number on purpose. Confirm the current amount on the SCC business page before you file.
Annual Report and Annual Registration Fee
A Virginia corporation has two recurring obligations, and they are separate.
- Annual report. Every Virginia stock and nonstock corporation files an annual report with the SCC by the last day of its incorporation month, beginning the year after it is incorporated. The annual report has no fee (Va. Code 13.1-775).
- Annual registration fee. This fee depends on authorized shares. The SCC annual fee schedule dated 02/26 sets $100 for 5,000 or fewer authorized shares and $130 for 5,001 to 10,000 shares. Above 10,000 shares, add $30 for each further 5,000 shares or fraction. For example, the schedule lists $670 for 95,001 to 100,000 shares and $1,700 for more than 270,000 shares.
The annual registration fee is due the last day of the formation month. The SCC mails the annual report form and fee assessment to your registered agent about 75 days before the due date. Before you pay, confirm the exact amount for your share count on the SCC annual fee schedule and on your assessment notice. Do not budget from any other figure.
What Happens If You Miss a Deadline
A late registration fee carries a penalty of the greater of 10 percent or $10. The corporation is terminated at the end of the fourth month after the due date. A corporation that does not file its annual report within the five months allowed also loses its existence. Put both the registration due date and the report due date on your calendar the day you form.
Registered Agent Rules
Every Virginia corporation must keep a registered agent with a Virginia street address. The agent must be one of the following:
- an individual who is a Virginia resident and an officer or director of the corporation;
- a member of the Virginia State Bar; or
- an entity authorized to act as a registered agent in Virginia.
The corporation cannot serve as its own registered agent. The registered office must be a Virginia street address where the agent is available during business hours. A virtual office or mail drop is not an acceptable registered office. Founders who do not want a home address in public records often hire a commercial registered agent, which is an authorized entity. Our separate guide on Virginia registered agents compares the options and their costs.
Step-by-Step: Filing the Articles
- Choose a name. The name must include company, corporation, incorporated, limited, Co., Corp., Inc. or Ltd., and it must be distinguishable from names already on SCC records. Search the SCC business entity search in CIS (cis.scc.virginia.gov) before you commit. To hold a name while you prepare the filing, you can reserve it for $10 for 120 days.
- Set the authorized shares. Decide the total number of shares the corporation may issue and, if you want more than one class, the classes and their rights. This number drives both your charter fee and your annual registration fee.
- Appoint the registered agent. Choose one of the three eligible types listed above and confirm the Virginia street address where the agent can be reached during business hours.
- Give the principal office address. Provide a street address. A P.O. box is not accepted.
- Decide on initial directors. Initial directors take office at formation only if the articles name them. Whether or not you name them, the corporation needs at least one director.
- Have an incorporator sign. One or more incorporators sign the articles.
- File the articles. File online through CIS at cis.scc.virginia.gov, or mail a paper filing with the required fee to the SCC Clerk's Office, P.O. Box 1197, Richmond, VA 23218-1197. SCC filings are public, so keep personal information out of them. Do not include a Social Security number or other personal identifiers.
Expedited Filing
Expedited service is available for online filings only, and it is nonrefundable. Next-day service costs $50 or $100 (submit by 2:00 PM Eastern, with a response by 4:00 PM the next business day). Same-day service costs $200 (submit by 10:00 AM Eastern, with a response by 4:00 PM). Expedited service speeds up the SCC response only. It does not change the charter fee.
After the Articles Are Filed
Filing creates the corporation, but several steps remain before it runs day to day:
- Bylaws and organizational meeting. Adopt bylaws, then hold an organizational meeting to elect officers, approve stock issuance and adopt initial resolutions. Record the minutes.
- Stock issuance. Issue shares only within the authorized count, and document each issuance and the consideration received.
- Federal EIN. Get an employer identification number from the IRS before you open a bank account, hire staff or file tax returns.
- State tax and employment registration. Register with Virginia Tax and the Virginia Employment Commission (VEC) as your activities require, such as collecting sales tax, withholding income tax or hiring employees. Virginia Tax's sales tax permit page is at tax.virginia.gov.
- Local license. Virginia has no statewide business license, and the SCC issues none. The Business, Professional and Occupational License (BPOL) is a local license tax under Va. Code 58.1-3700 et seq., set by each city or county, usually through the Commissioner of the Revenue. Not every locality levies a general license, and each locality sets its own rate and deadlines, so ask yours. Regulated trades also need a license from the relevant state board.
Tax Treatment in Brief
A corporation is taxed as a C corporation unless it elects S status. Virginia taxes C corporation income at a flat 6 percent (Va. Code 58.1-400), reported on Form 500. An S election is a federal election made on IRS Form 2553, which is due within 75 days of the start of the tax year it is to take effect (verify this deadline in the IRS Form 2553 instructions). An S corporation files Virginia Form 502 rather than Form 500.
The cost comparison with an LLC depends on share count. At 25,000 authorized shares or fewer, the one-time charter total of $75 is lower than the $100 LLC articles fee. The recurring cost runs the other way: a stock corporation at 5,000 or fewer shares pays a $100 annual registration fee, while an LLC pays a $50 annual registration fee and files no annual report. For the LLC side, see our guides on Virginia LLC annual fees and registration renewal and on LLC versus corporation.
Nonstock Corporations
A nonstock corporation has no shares, so its charter cost is a flat $50 plus the $25 filing fee, for a total of $75. Its annual registration fee is $25. It also files the same annual report, with no fee. Confirm the nonstock amounts on the SCC annual fee schedule before you file.
Check the Rules Before You File in 2027
The Code of Virginia shows 2026 amendments to the corporate and nonstock corporation statutes, and some take effect January 1, 2027. If you file in 2027 or later, check the current SCC instructions and forms before you submit, because fees, forms and procedures may change.
Disclaimer
This guide is informational only. It is not legal or tax advice. Forming a corporation involves decisions about ownership, stock, liability and taxes that depend on your facts. Consult a Virginia-licensed attorney and a certified public accountant (CPA) before you file, especially if you have multiple owners, plan to issue more than one class of stock, or are weighing an S election. Confirm all fees and deadlines with the State Corporation Commission at scc.virginia.gov before you pay or file.