How to Start a C-Corp in Virginia (Quick Answer)
To start a C-corp in Virginia, file Articles of Incorporation with the Virginia State Corporation Commission, name a registered agent, and pay the filing cost, which starts at $75. Once the state accepts it, your corporation legally exists.
After that, you adopt bylaws, appoint directors and officers, issue stock, and get an EIN from the IRS. One Virginia detail to plan for: the number of shares you authorize drives both your upfront charter fee and your yearly registration fee.
| Filing document | Articles of Incorporation |
| Where to file | Virginia State Corporation Commission (SCC) |
| Filing fee | Starts at $75 (a $25 filing fee plus a $50 charter fee for up to 25,000 authorized shares); the charter fee rises with authorized shares, up to $2,500 |
| Registered agent | Required; must be a Virginia resident who is an officer or director of the corporation, or a member of the Virginia State Bar, or a registered-agent company |
| EIN | Required, free from the IRS (Form SS-4 by phone, fax, or mail if you have no SSN or ITIN) |
| Annual registration fee | Starts at $100 for stock corporations and rises with authorized shares, due by the last day of your anniversary month |
| Corporate income tax | Flat 6% on Virginia net income |
| Foreign owner (25% or more) | File Form 5472 with Form 1120 every year, or face a $25,000 minimum penalty |
First-year cost: $75 to file if you authorize 25,000 shares or fewer, plus a registered-agent service if you use one, commonly $50 to $150 a year. The charter fee climbs if you authorize more shares.
Virginia ties two of your costs to how many shares you authorize. The charter fee at formation and the annual registration fee both scale with your authorized shares.
A corporation that authorizes a large number of shares pays more up front and again every year. Keep the authorized share count reasonable unless you have a clear reason to go higher.
TL;DR
- Authorized shares drive your cost: Virginia's charter fee at formation and its annual registration fee both rise with the number of shares you authorize.
- Step 1, name: pick a unique name with a corporate designator (Inc., Incorporated, Corporation, or Corp.) and check it with the SCC.
- Step 2, registered agent: name one who is a Virginia-resident officer or director, a Virginia State Bar member, or a registered-agent company.
- Step 3, Articles of Incorporation: file with the SCC, starting at $75 for up to 25,000 authorized shares.
- Step 4, bylaws: adopt internal bylaws and keep them with your records.
- Step 5, directors and officers: appoint the board and officers and hold an organizational meeting.
- Step 6, issue stock: authorize and issue shares, keep a stock ledger, and file the 83(b) election within 30 days if your shares vest.
- Step 7, EIN: get a free EIN from the IRS, by Form SS-4 if you have no SSN or ITIN.
- Foreign owner (25% or more): file Form 5472 with Form 1120 every year, or risk a $25,000 penalty.
- Ongoing: an annual registration fee (from $100) by your anniversary month, plus the flat 6% corporate income tax.
Why Form a C-Corp in Virginia?
Virginia sits next to Washington, D.C., with large technology and government-services sectors.
- A flat 6% corporate income tax that has held steady for decades.
- Proximity to the D.C. market and a large base of technology and federal-services companies.
- Online filing and management through the State Corporation Commission.
If you plan to raise venture capital, investors will most likely want a Delaware C-corp. If you will run the business in Virginia and not raise venture money, forming in Virginia avoids registering and paying in two states.
Step 1: Choose and Reserve Your Corporate Name
- Include a corporate designator such as "Inc.", "Incorporated", "Corporation", or "Corp."
- Search the SCC's business database to confirm the name is available and different from existing entities.
- Virginia lets you reserve a name for 120 days for a fee if you are not ready to file.
Step 2: Appoint a Virginia Registered Agent
Virginia is specific about who can serve as your registered agent. The agent must have a physical Virginia address and fit one of a few categories.
- An individual agent must be a Virginia resident and either an officer or director of the corporation, or a member of the Virginia State Bar.
- A business entity agent must be registered to do business in Virginia as a registered-agent company.
- The corporation cannot be its own agent, and a PO box does not qualify.
Step 3: File Your Articles of Incorporation
The Articles of Incorporation is the filing that legally creates your corporation. You file it with the Virginia State Corporation Commission.
- It lists the corporate name, registered agent, and the number of shares the corporation is authorized to issue.
- The cost starts at $75: a $25 filing fee plus a $50 charter fee for up to 25,000 authorized shares. The charter fee rises with more authorized shares, up to $2,500.
- Once the state accepts it, your corporation exists and its compliance calendar begins.
Step 4: Adopt Corporate Bylaws
Bylaws are the internal rulebook for how the corporation is run. They are not filed with the state, but a corporation is expected to have them, and banks and investors often ask to see them.
- They set out how directors and officers are elected, how meetings and votes work, and how shares are handled.
- They stay with your records, not with the SCC.
- Skipping them weakens the separation between you and the corporation that liability protection depends on.
Step 5: Appoint Directors and Hold the Organizational Meeting
A corporation is run by a board of directors, who appoint the officers that handle day-to-day work. Right after formation, the incorporator or initial directors hold an organizational meeting, or sign a written consent in place of one.
- Appoint the initial board and elect officers (usually at least a president, secretary, and treasurer; one person can hold several roles).
- Adopt the bylaws and authorize the issuance of stock.
- Keep signed minutes or the written consent with your records.
Step 6: Authorize and Issue Stock
Issuing stock is how founders get their ownership, and it is easy to rush. The board authorizes shares, then the corporation issues them to the founders and any early shareholders.
- Issue shares to each founder and record what they paid (cash, property, or services).
- Keep a stock ledger, a running record of who owns how many shares.
- Authorize only the shares you need for now. In Virginia, a higher authorized-share count raises both your charter fee and your annual registration fee.
The 83(b) election, and its 30-day deadline: if your founder shares vest over time, you generally have 30 days from the grant date to file an 83(b) election with the IRS.
It lets you be taxed on the small value at grant instead of the higher value as the stock vests. The 30-day window cannot be extended, and missing it can be expensive.
Step 7: Get an EIN, Even Without an SSN
An EIN is your corporation's federal tax ID, needed to file taxes, run payroll, and open a bank account. It is free from the IRS.
- With an SSN or ITIN, apply online and get the EIN in minutes.
- Without an SSN or ITIN, apply on Form SS-4 by phone, fax, or mail.
- The EIN is always free; you never pay the IRS for one.
Open a US Business Bank Account
Once you have the EIN, open a dedicated business bank account before money moves through the corporation.
- Keeping corporate and personal funds separate protects the liability shield; mixing them is a common reason courts pierce it.
- Banks usually ask for the filed Articles of Incorporation, the EIN letter, and often the bylaws or a board resolution.
- A separate account also makes bookkeeping and the corporate tax return simpler.
If Your Virginia C-Corp Is Foreign-Owned
A Virginia C-corp that is 25% or more owned by a non-US person has an extra federal filing that many international founders miss.
- The corporation files Form 5472 with its annual Form 1120 to report transactions with the foreign owner, such as money put in or paid out for services.
- It is required every year there are reportable transactions, even with little or no profit.
- The penalty is steep: a missed or late Form 5472 starts at $25,000 per form, per year.
Handle Virginia's Ongoing Compliance
Two obligations run every year: the annual registration fee and the corporate income tax.
The Annual Registration Fee
- Every stock corporation pays an annual registration fee to the SCC, starting at $100 and rising with the number of authorized shares (check the SCC fee calculator for your exact amount).
- It is due by the last day of your anniversary month, the month you originally formed.
- Missing it can put the corporation into a non-compliant status and eventually lead to termination of its existence.
Virginia Corporate Income Tax (6%)
- Virginia charges a flat 6% corporate income tax on Virginia net income, a rate that has held for decades.
- It is filed with Virginia Tax, separate from the federal Form 1120.
- Federally, the corporation files Form 1120 and pays 21% corporate tax, due the 15th day of the 4th month after year-end.
How Much Does It Cost to Start a C-Corp in Virginia?
| What you pay | Amount | When |
|---|---|---|
| Articles of Incorporation filing | From $75 ($25 filing plus a $50 charter fee for up to 25,000 shares; more for additional shares) | One time, at formation |
| Registered-agent service (optional) | ~$50 to $150 a year | Yearly, if you use one |
| Annual registration fee | From $100, rising with authorized shares | Yearly, by your anniversary month |
| Virginia corporate income tax | Flat 6% of Virginia net income | Yearly |
| Federal corporate tax | 21% of profits | Yearly, with Form 1120 |
How Long Does It Take to Start a C-Corp in Virginia?
- Online filings through the SCC's Clerk's Information System are usually processed quickly, often the same day or within a few business days.
- The EIN follows: minutes online with an SSN or ITIN, or same day to several weeks by Form SS-4 without one.
- Bylaws, the organizational meeting, and issuing stock happen right after the state approves the filing.
Common Mistakes to Avoid
- Authorizing far more shares than you need. In Virginia that raises both the charter fee and the annual registration fee.
- Naming an ineligible registered agent. An individual agent must be a Virginia-resident officer or director, or a Virginia State Bar member.
- Missing the annual registration fee in your anniversary month, which can put the corporation out of good standing.
- Missing the 30-day 83(b) deadline on vesting founder stock.
- Overlooking Form 5472 if the corporation is 25% or more foreign-owned.
How FinStackk Helps
FinStackk is an accounting and tax compliance platform for U.S. businesses, taking you from incorporation through ongoing accounting, tax, and compliance in one place.
We handle Virginia C-corp formation, from the Articles of Incorporation to the EIN, through Fin-Start, including the Virginia registered agent.
Once the corporation exists, Fin-Tax keeps the federal Form 1120 deadline, estimated taxes, and the Virginia 6% corporate income tax on a proactive calendar. Complyy tracks the annual registration fee due in your anniversary month and your registered-agent renewal. Book a free demo to see them in action.
FAQ
Why does Virginia's cost depend on my authorized shares?
Virginia sets both the charter fee at formation and the yearly annual registration fee based on how many shares you authorize. Up to 25,000 shares, the charter fee is $50 and the annual registration fee starts at $100; both rise as you authorize more. Authorizing only the shares you need keeps both costs down.
How much does it cost to start a C-corp in Virginia?
It starts at $75 to file the Articles of Incorporation, which is a $25 filing fee plus a $50 charter fee for up to 25,000 authorized shares. Add a registered-agent service (about $50 to $150 a year) if you use one. Going forward, budget for the annual registration fee (from $100) and the flat 6% corporate income tax.
Who can be my registered agent in Virginia?
An individual agent must be a Virginia resident and either an officer or director of the corporation, or a member of the Virginia State Bar. A business entity can serve if it is a registered-agent company authorized in Virginia. The corporation cannot be its own agent, and the address must be a physical Virginia location, not a PO box.
When is the Virginia annual registration fee due?
The annual registration fee is due by the last day of your anniversary month, the month you originally formed. It starts at $100 for stock corporations and rises with authorized shares. Missing it can put the corporation out of good standing and eventually lead the SCC to terminate its existence.
Should I form my C-corp in Virginia or Delaware?
If you plan to raise venture capital, Delaware is what investors expect. If you will operate in Virginia and not raise venture money, forming in Virginia avoids registering and paying in two states, since a Delaware corporation doing business in Virginia still has to register and pay here. Choose based on where you operate and whether you will raise money.
Can a non-US resident start a Virginia C-corp?
Yes. Virginia sets no citizenship or residency requirement to own a corporation, though your registered agent must meet Virginia's residency rules or be a registered-agent company. You apply for an EIN on Form SS-4 by phone, fax, or mail without an SSN. If a non-US person owns 25% or more, the corporation also files Form 5472 with its Form 1120 every year, with a $25,000 minimum penalty for missing it.