Nonprofit Corporation Formation Filing in Virginia

At a glance

Requirements one by one

Articles and signers

Under § 13.1-818, one or more persons form a Virginia nonstock corporation by signing and delivering articles of incorporation to the State Corporation Commission. Section 13.1-804(F) allows an incorporator to sign before directors are selected or the corporation exists; the signer states a name and capacity beneath or opposite the signature under subsection (H).

Statements in the articles

Section 13.1-819(A) requires a corporate name that satisfies § 13.1-829's distinguishability rule. A purpose statement is optional under § 13.1-819(B)(2)(a); § 13.1-825 supplies a lawful-activity default, subject to the limitations it states.

The articles must say so if there will be no members. If there are member classes, § 13.1-819(A)(3) allows class terms in the articles or, if the articles provide, the bylaws. When directors are not chosen by one or more member classes, the articles state how they will be elected or appointed and designate any ex officio directors (§ 13.1-819(A)(4)). Initial directors' names and addresses are optional under subsection (B)(1).

The articles give the initial registered-office address, including city or county, name the initial agent, and state the agent's qualifying status (§ 13.1-819(A)(5)). Section 13.1-833 requires an office and agent in Virginia with matching business-office address. The formation list does not specify a separate agent acceptance document.

Fee and existence

Section 13.1-816(2)(a) charges $25 to file articles. The Commission issues a certificate of incorporation after finding that the articles comply and required fees have been paid (§ 13.1-820). Existence begins when that certificate becomes effective. Under § 13.1-806(A), it takes effect when issued unless the articles specify a later time or date, capped at the fifteenth day after issue.

January 1, 2027 change

The official Code separately marks the revisions in 2026 Chapters 393 and 394 as effective January 1, 2027. Revised § 13.1-819(A)(2) requires the articles to state whether the corporation will or will not have members. Its paragraph (3) omits the current express option to place member-class terms in the bylaws, and paragraph (4) retains a director-selection statement when needed but no longer asks for an express designation of ex officio directors. The future filing fee and certificate effectiveness provisions keep the same $25 amount and fifteen-day limit.

What trips people up

Virginia's corporate existence begins when the Commission certificate becomes effective under §§ 13.1-820 and -806(A). Delivering the articles alone does not start it. The member-status statement also changes on January 1, 2027, from a no-members declaration when applicable to a declaration either way.

Common questions

Must the articles name the initial directors?

No. Section 13.1-819(B)(1) makes their names and addresses optional, though paragraph (A)(4) requires a selection method when they are not chosen by member classes.

Can the certificate take effect later?

Yes. Section 13.1-806(A) permits a later time or date stated in the articles, with an outer limit of the fifteenth day after the Commission issues the certificate.

Statutes and sources

• Va. Code § 13.1-801 — “This chapter shall be known as the Virginia Nonstock Corporation Act or the "Act."” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-818 — “One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the Commission for filing.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-819(A) (effective until January 1, 2027) — “A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of § 13.1-829. 2. If the corporation is to have no members, a statement to that effect. 3. If the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation or, if the articles of incorporation so provide, in the bylaws designating the class or classes of members, stating the qualifications and rights of the members of each class and conferring, limiting or denying the right to vote. 4. If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed, and a designation of ex officio directors, if any. 5. The address of the corporation's initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-819(B) (effective until January 1, 2027) — “B. The articles of incorporation may set forth: 1. The names and addresses of the individuals who are to serve as the initial directors; 2. Provisions not inconsistent with law: a. Stating the purpose or purposes for which the corporation is organized;” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-825 (effective until January 1, 2027) — “Every corporation incorporated under this Act has the purpose of engaging in any lawful activity, unless: 2. A more limited purpose is (i) set forth in the articles of incorporation or (ii) required to be set forth in the articles of incorporation by any other law of the Commonwealth.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-829 — “B. Except as authorized by subsection C, a corporate name shall be distinguishable upon the records of the Commission from:” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-833 — “A. Each corporation shall continuously maintain in the Commonwealth: 1. A registered office that may be the same as any of its places of business; and 2. A registered agent, who shall be: a. An individual who is a resident of the Commonwealth and either an officer or director of the corporation or a member of the Virginia State Bar, and whose business office is identical with the registered office; or b. A domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; provided such a registered agent (i) shall not be its own registered agent and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-804(F), (H), (J) (effective until January 1, 2027) — “F. The document shall be signed in the name of the domestic or foreign corporation: 2. If directors have not been selected or the corporation has not been formed, by an incorporator; or H. The person signing the document shall state beneath or opposite his signature his name and the capacity in which he signs. Any signature may be a facsimile. The document may but need not contain a corporate seal, attestation, acknowledgment, or verification. J. The document shall be delivered to the Commission for filing and shall be accompanied by the required filing fee, and any charter or entrance fee or registration fee required by this Act.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-816(2)(a) (effective until January 1, 2027) — “2. For filing any one of the following, the fee shall be $25: a. Articles of incorporation, domestication, or incorporation surrender.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-820 (effective until January 1, 2027) — “If the Commission finds that the articles of incorporation comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of incorporation. When the certificate of incorporation is effective, the corporate existence shall begin. Upon becoming effective, the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Act.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-806(A) (effective until January 1, 2027) — “A. Except as otherwise provided in § 13.1-807, a certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission and the articles state that the certificate shall become effective at a later time or date specified in the articles. In that event the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-819(A)(2)–(4) (effective January 1, 2027) — “A. The articles of incorporation shall set forth: 2. Whether the corporation will or will not have members. 3. If the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation designating the class or classes of members, stating the qualifications and rights of the members of each class and conferring, limiting or denying the right to vote. 4. If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-819(B) (effective January 1, 2027) — “B. The articles of incorporation may set forth: 1. The names and addresses of the individuals who are to serve as the initial directors; a. The purpose or purposes for which the corporation is organized;” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-806(A) (effective January 1, 2027) — “A. Except as otherwise provided in § 13.1-807 and Article 1.1 (§ 13.1-814.2 et seq.), a certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission and the articles state that the certificate shall become effective at a later time or date specified in the articles. In that event the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-816(2)(a) (effective January 1, 2027) — “2. For filing any one of the following, the fee shall be $25: a. Articles of incorporation or domestication.” Virginia Code. Accessed 2026-10-01.
• Va. Code § 13.1-820 (effective January 1, 2027) — “If the Commission finds that the articles of incorporation comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of incorporation. When the certificate of incorporation is effective, the corporate existence shall begin. Upon becoming effective, the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter.” Virginia Code. Accessed 2026-10-01.