Business Corporation Formation Filing Requirements in Virginia

At a glance

Requirements one by one

The standard articles are lean, but the share terms can expand

Va. Code § 13.1-618 permits one or more persons to act as incorporators by signing and delivering the articles to the Commission.

Va. Code § 13.1-619 requires the corporate name, authorized-share count, initial registered agent and qualification, and the complete Virginia registered-office address with its city or county. Initial directors are optional. The SCC's current Form SCC619 also offers an optional principal-office field; the statute does not make that address part of the mandatory formation record.

For a simple share structure, the standard form asks for the authorized total. If more than one class or series is authorized, Va. Code § 13.1-638 requires the count and distinguishing designation of each, and the articles must describe its preferences, rights and limitations before shares of that class or series are issued. Par value is optional, not a mandatory article term.

Virginia supplies lawful business as the default purpose under § 13.1-626 and perpetual duration under § 13.1-627. Va. Code § 13.1-630 requires a distinguishable name containing a corporate designator.

The authorized-share count controls the filing price

The filing fee under § 13.1-616 is $25. Va. Code § 13.1-615.1 adds a charter fee of $50 for each 25,000 authorized shares or fraction through 1 million shares. That makes the total $75 for 1 through 25,000 shares and $2,025 for 975,001 through 1 million. Above 1 million authorized shares, the $2,500 charter fee plus the filing fee produces a $2,525 total.

The SCC accepts online CIS filing or the current paper Form SCC619. The form is the statutory-minimum package. A corporation needing additional permitted terms prepares and submits separate typewritten articles rather than treating the standard form as an attachment cover sheet.

Corporate existence waits for the Commission's certificate

Under § 13.1-621, existence begins when the State Corporation Commission's certificate of incorporation becomes effective. Va. Code § 13.1-606 permits the articles to state a later time or date, but the certificate takes effect no later than 11:59 p.m. on the fifteenth day after the Commission issues it. A delayed date without a time uses 12:01 a.m.

The organizers choose the board route after incorporation

If the articles name initial directors, § 13.1-623 has those directors complete organization by appointing officers, adopting bylaws and handling other business. If the articles do not name them, the incorporators elect a board and either complete organization or let the new board do so. Unanimous written consent of all incorporators or all initial directors may replace the organization meeting.

Va. Code § 13.1-624 requires the incorporators or board to adopt initial bylaws. Va. Code § 13.1-693 leaves officer titles and duties to the bylaws or a conforming board resolution, requires the board to elect officers, and assigns the secretary the minutes-and-records function. Later board action may use each director's written or electronic consent under § 13.1-685 unless the articles or bylaws require a meeting.

There is no immediate state report or publication

The current Act and SCC formation package impose no newspaper publication, proof-of-publication filing or separate immediate initial report. The first recurring annual report comes later: § 13.1-775 sets it for the last day of the twelfth month after the month of incorporation and then annually.

What trips people up

An individual registered agent may qualify by being an initial director. If that qualification is used, Form SCC619 instructs the filer to name all initial directors and their addresses even though initial-director disclosure is otherwise optional.

The principal office is also optional on Form SCC619, but it does not stay absent from the public record indefinitely. Va. Code § 13.1-775 requires the principal office, directors and principal officers on the first annual report.

Common questions

May a business entity act as incorporator?

Yes. Form SCC619 gives a specific entity-incorporator signature format: identify the entity, the individual signing for it and that individual's role. Va. Code § 13.1-604 still requires the signer's name and capacity.

Can one person hold more than one office?

Yes. Va. Code § 13.1-693 expressly permits the same individual to hold multiple offices at the same time.

Can organization happen outside Virginia?

Yes. Va. Code § 13.1-623 allows the organizational meeting to be held in or out of the Commonwealth. The unanimous written-consent route is also available.

Statutes and sources

• Va. Code §§ 13.1-604, 13.1-618 to -619. Execution, incorporators and article contents, accessed August 14, 2026.
• Va. Code §§ 13.1-626 to -627, 13.1-630 and 13.1-638. Purpose, duration, name and share terms, accessed August 14, 2026.
• Va. Code §§ 13.1-606, 13.1-621, 13.1-615.1 and 13.1-616. Certificate effectiveness and filing/charter fees, accessed August 14, 2026.
• Va. Code §§ 13.1-623 to -624, 13.1-685 and 13.1-693. Organization, bylaws, board consent and officers, accessed August 14, 2026.
• Va. Code § 13.1-775. First and recurring annual reports, accessed August 14, 2026.
• Virginia State Corporation Commission. Form SCC619 (Rev. 01/26), stock- corporation filing page and Charter Fee Schedule (02/26), accessed August 14, 2026.