Address of state corporation department:
Clerk of the State Corporation Commission
PO Box 1197
Richmond, VA 23218-1197
Telephone: 804-371-9733
State web address: http://www.virginia.gov/cmsportal2/
State law reference: Code of Virginia, Title 13.1, Chapter 9.
Title of filing: Articles of Incorporation.
Filing Fees: $25.
Other fees: Charter fee, minimum $50, variable fee based on stock amount ($50 per 25,000 authorized shares;
maximum fee of $2,500).
Name reservation: Reservable for renewable 120-day periods for $10 fee. (Section 13.1-631).
Name requirements: Corporation, Incorporated, Company, Limited, or abbreviation. (Section 13.1-630).
Incorporator requirements: One or more persons or entities. (Section 13.1-618, 13.1-603).
Corporate purpose requirements: General “all purpose” clause (see instructions). (Section 13.1-626).
Director requirements: One or more (may be nonresidents). (Sections 13.1-674, 13.1-675). But the shareholders
can agree that there will be no board of directors and the corporation will be managed by shareholders instead.
(Sections 13.1-673, 13.1-671.1).
Paid-in capital requirements: None.
Annual report requirement: Yes, to Virginia State Corporation Commission. (Section 13.1-775). No filing fee;
however, annual registration fee is assessed based on the number of shares the corporation is authorized to issue.
Fee is $100 for first 5,000 shares, plus $30 for each additional 5,000 shares.
Publication requirements: None.
Other provisions: If the registered agent is an individual, he or she must be either an individual who is (1) a resident
of Virginia and a director of the corporation, or (2) a member of the Virginia State Bar. If the registered agent
is a business entity, it must be authorized to transact business in the Commonwealth. The Articles of Incorporation
must explain which category the corporation’s registered agent fits. (Section 13.1-619). Additionally, if the
registered agent’s qualification is that of an initial director, then all initial directors must be named in the Articles.
A corporation can have directors immediately upon formation only if the directors are named in the Articles.
We have the form for that
