Incorporate in Virginia for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a Virginia S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Virginia, however, come down to the following:

• Ownership Rules: A C-Corp can have an unlimited number of shareholders and stock classes. An S-Corp may have no more than 100 shareholders and only one stock class. All shareholders in an S-Corp must be United States citizens or legal residents.
• Taxes: A C-Corp is taxed as a separate entity from its owners. It files a corporate tax return and it pays its own taxes on earnings. Individual shareholders may also pay taxes on dividends they receive. An S-Corp is not its own entity for tax purposes. It's a "pass-through" entity. It passes income to its shareholders, who then file and pay taxes on their individual returns.
• Documents: All corporations are C-Corps by default. To become an S-Corp instead, you must file IRS Form 2553, Election by a Small Business Corporation, to elect this tax status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Virginia requirements:

• Your name must include "Corporation," "Incorporated," "Company," "Limited," or an abbreviation of one of these words.
• Don't use a deceptive name, or one that implies a business purpose other than that stated in your Articles or permitted by state law. For example, if you've organized as an electronics store, don't call yourself "Pools Incorporated."
• Make sure your name is unique and not deceptively similar to a name already registered or reserved with the state of Virginia.
• Virginia restricts the use of certain words in business names, including "Bank," "Insurance," and "Redevelopment." These words can only be used by companies specifically organized to conduct such business.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Virginia, your corporation must have at least one director, although you don't have to choose your board before filing. If your corporation will have an initial board of directors, you must list them in your Articles.

Virginia does not set age limits for corporate directors nor does it require that directors live in the state.

Virginia requires that all corporations appoint a registered agent. This is a person or business responsible for receiving tax, legal, and government documents on behalf of your corporation during regular business hours. Your agent must have a physical address in Virginia. Virginia also requires that your registered agent be either an individual who is one of your directors, a member of the Virginia State Bar, or a company authorized to transact business in the state. Your corporation can't serve as its own agent. Your Articles must list your registered agent's name and physical address, and must indicate which of the above designations your agent fits. Remember, if your agent is also a director, this means you have an initial board, and all director names must be listed in the appropriate section. 

Although your corporation cannot act as its own agent, a director or officer of the corporation can. In this case, their name and address will be recorded in public records as the registered agent. A common alternative is to use a registered agent service so your personal business address can remain private and you can avoid unwanted third-party solicitations.   Rocket Lawyer can help you designate your registered agent when you register your business with us.

You must also include the following in your Articles of Incorporation in Virginia:

• Your corporation's name.
• The number of shares the corporation is authorized to issue.
• A designation for each class or series of shares, and the number of shares of each, if you're issuing more than one share class.
• The names and addresses of all incorporators.

You may also include some optional information. Here are some of the things Virginia allows you to include in your Articles of Incorporation:

• Your corporation's purpose.
• A par value for your stock shares.
• Definitions or regulations pertaining to powers or liabilities of shareholders and directors.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Virginia, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $76.95.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 3-5 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – although taxes are not very exciting, they're an important part of owning a business, and you must pay them for your new corporation. Before you open for business, apply to the IRS for an employer identification number, or EIN. This number is a federal tax ID similar to a Social Security number. Every business with employees needs one.

We have more information about the actual tax structure of C-Corps and the S-Corps.

In order to maintain your corporate status, Virginia requires that you create and keep other corporate documents. These are the two most important ones:

• A corporation's Bylaws formalize its management, structure, and operating procedures. This document must be consistent with your Articles and with Virginia law.
• Corporate Minutes provide a record of all decisions and actions taken during meetings with your directors and shareholders. You must keep copies of your Meeting Minutes for at least three years.

We wish you success with your new Virginia corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Virginia or domestic corporations that also operate in Virginia. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.