Virginia Incorporation, LLC, and Not-for-Profit Information

Nickname:The Old Dominion State

Capital: Richmond

Following please find a guide of state information with reference to the registration of a Virginia Corporation, LLC and Not-For-Profit company. Please click on the tab to the corresponding Virginia entity for which you would like additional information. You will find information on items such as company name, filing document, annual report and taxation requirements. Please contact us for more information or to place an order.

Company Name:

The name shall contain the word "corporation", “company”, "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp.", “Co.” or "Ltd."

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.

Company names in Virginia can be reserved for 120 days.

Formation Document:

The formation document required to file a corporation in Virginia is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, county in which the office of the corporation is to be located, shares, par value, directors name(s) and address(es), the incorporators name and address and registered agent name and address.

Professional Corporations:

Virginia law does allow for the formation of Professional Corporations (PC's).

Directors/Officers:

Corporations are managed by their Board of Directors. The minimum number of directors required in Virginia is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

Bylaws:

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Annual Requirements:

All Virginia corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due annually, the last day of the formation month starting the year after formation and the State will send notices to registered agent address. Failure to file the annual report may result in the company becoming inactive.

Assumed Name DBA:

Corporations can register a Fictitious Name (DBA) Certificate, pursuant to § 59.1-69 of the Code of Virginia, in the clerk's office of the circuit court of the jurisdiction in which the fictitious name is to be used. The corporation must also, pursuant to § 59.1-70 of the Code of Virginia, obtain a copy of the certificate, duly attested by the clerk of the circuit court. A company that knows it will need a certified copy of the fictitious name certificate should request the copy and tender payment of the attestation or certification fee to the clerk at the time it submits the original fictitious name certificate to the circuit court for filing.

Dissolution:

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to § 13.1-743 of the Code of Virginia with the Commonwealth of Virginia.

Taxation:

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Virginia an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Virginia Department of Taxation.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Virginia Department of Taxation at http://www.tax.virginia.gov.

Company Name:

The name shall contain, without abbreviation, the words "Limited Liability Company", “Limited Company” or the abbreviation “Ltd. Co.”, “LC”, "L.L.C." or "LLC".

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose than then stated in the Articles of Organization.

Company names in Virginia can be reserved for 120 days.

Formation Document

The formation document required to file an LLC in Virginia is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, principal office address, the organizers name, signature and phone number and registered agent name and address.

Professional LLC's

Virginia law does allow for the formation of Professional LLC's (PLLC's).

Members/Managers

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Virginia is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

Operating Agreement

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

Annual Requirements

Virginia LLC's are not required to file an annual report but, must pay an annual registration fee each year. The fee is due annually, the last day of the formation month starting the year after formation and the State will send notices to registered agent address. Failure to pay annual fee the may result in the company becoming inactive.

The LLC must keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

Assumed Name DBA

LLC's can register a Fictitious Name (DBA) Certificate, pursuant to § 59.1-69 of the Code of Virginia, in the clerk's office of the circuit court of the jurisdiction in which the fictitious name is to be used. The limited liability company must also, pursuant to § 59.1-70 of the Code of Virginia, obtain a copy of the certificate, duly attested by the clerk of the circuit court. A company that knows it will need a certified copy of the fictitious name certificate should request the copy and tender payment of the attestation or certification fee to the clerk at the time it submits the original fictitious name certificate to the circuit court for filing.

Dissolution

The State of Virginia allows for the dissolution of a domestic limited liability company by filing an Articles of Cancellation pursuant to § 13.1-1050 of the Code of Virginia Limited Liability Company Law. Before you can submit the Articles of Cancellation, the domestic limited liability company must commence winding up its affairs by discharging or paying off any debts, obligations, or liabilities and distributing any property or assets to the members.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Virginia Department of Taxation at http://www.tax.virginia.gov.

Company Name:

The name shall contain the word "corporation", “company”, "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp.", “Co.” or "Ltd.", unless the corporation is formed for charitable or religious purposes, or for purposes for which the approval of the commissioner of social services or the public health and health planning council is required, or is a bar association.

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Certificate of Formation.

Company names in Virginia can be reserved for 120 days.

Formation Document

The formation document required to file a Not-For-Profit corporation in Virginia is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, if the company will have member, how the directors will be elected, names and addresses of the initial directors, registered agent name and address, Incorporators name, address and signature.

Directors/Officers

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Virginia is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

Bylaws

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements

Virginia Not-for-profit corporations will be required to file an annual report every year with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due annually, the last day of the formation month starting the year after formation and the State will send notices to registered agent address. Failure to file the annual report may result in the company becoming inactive.

Assumed Name DBA

NFP Corporations can register a Fictitious Name (DBA) Certificate, pursuant to § 59.1-69 of the Code of Virginia, in the clerk's office of the circuit court of the jurisdiction in which the fictitious name is to be used. The corporation must also, pursuant to § 59.1-70 of the Code of Virginia, obtain a copy of the certificate, duly attested by the clerk of the circuit court. A company that knows it will need a certified copy of the fictitious name certificate should request the copy and tender payment of the attestation or certification fee to the clerk at the time it submits the original fictitious name certificate to the circuit court for filing.

Dissolution

Virginia provides a procedure for voluntarily dissolving a domestic NFP corporation that has not commenced business by filing an Articles of Termination pursuant to § 13.1-913 of the Code of Virginia with the Commonwealth of Virginia. If the company has commenced business the Articles of Dissolution (§ 13.1-904 of the Code of Virginia) along with Articles of Termination must be filed.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Virginia Department of Taxation at http://www.tax.virginia.gov.