How to Form a
Virginia Corporation

Virginia's minimum cost to form a stock corporation is $75 = $50 charter fee (1–25,000 authorized shares) + $25 filing fee, paid to the State Corporation Commission Clerk's Office at cis.scc.virginia.gov. The charter fee scales with authorized shares under Va. Code § 13.1-615: each additional 25,000 shares (or fraction thereof) above 25,000 = $50, capped at $2,500 maximum charter fee. A standard 10,000-share startup pays $75 total. A 5,000,000-share venture-style corporation pays $2,525 ($2,500 charter cap + $25 filing). Online filing accepted in 2–3 business days; expedited next-business-day +$50, same-business-day +$100, 2-hour +$200, 1-hour +$500. Eleet AI charges $249 all-inclusive — $174 service + $75 state fee + registered agent for year one + filed Charter Articles delivered to your portal. National providers advertise $0–$299 formation but add the $75 state fee, $125–$299/yr registered agent, $50–$99 EIN upsell, and 'compliance packages' separately — real total lands $499–$850+.

Virginia is the only US state where business entity formations are NOT handled by the Secretary of State. Va. Const. art. IX § 1 (1902) created the State Corporation Commission (SCC) as an independent constitutional body with quasi-judicial, quasi-legislative, and executive authority. The SCC's Clerk's Office handles all entity filings (corporations, LLCs, partnerships, trade names) at scc.virginia.gov via the Clerk's Information System (CIS) at cis.scc.virginia.gov. The SCC also regulates public utilities, insurance, banking, securities, and railroads — uniquely concentrated authority not found in any other US state. Counsel and DIY filers familiar with other states' Secretary of State interfaces routinely look in the wrong place: the Virginia Secretary of the Commonwealth handles notary commissions, gubernatorial appointments, and extraditions — not entity formation. Make sure your formation packet is addressed to the State Corporation Commission, NOT the Secretary of State or Secretary of the Commonwealth.

Virginia imposes a flat 6% corporate income tax under Va. Code § 58.1-400 — unchanged for over a decade. No graduated rates, no surtax, no AMT. Federal taxable income is the starting point with VA-specific add-backs (federally tax-exempt interest from non-VA bonds, federal NOL carryback adjustments) and subtractions (subpart F income, certain dividends-received). C-corp returns due April 15 (Form 500). Estimated payments due April 15, June 15, September 15, December 15. VA corp tax ranks favorably vs CA 8.84% / NY 7.25% / NJ 9% / MA 8% / PA 8.99% / OR 7.6% / IL 9.5% — but materially higher than NV 0% / WA 0% / TX 0% (TX has 0.375%–0.75% margin tax on gross) / WY 0% / SD 0% / OH 0% (OH has CAT gross-receipts tax). For a $1M-profit corp, VA owes $60K vs $0 in WA/TX/NV (where the headline no-state-income-tax framing is partially offset by gross-receipts taxes — see our Washington and Tennessee guides for honest gross-receipts disclosure). Federal S-election is honored by Virginia — S-corp pass-through income flows to shareholders' personal returns under Va. Code § 58.1-394 et seq.

Under Va. Code § 13.1-775.1, every Virginia stock corporation must pay an Annual Registration Fee due by the LAST DAY of the month in which the Charter was originally issued (the anniversary month). The fee scales with authorized shares: 1–5,000 shares = $100, 5,001–10,000 = $200, 10,001–15,000 = $300, 15,001–20,000 = $400, 20,001–25,000 = $500, 25,001–30,000 = $600, 30,001–35,000 = $700, 35,001–40,000 = $800, 40,001–45,000 = $900, 45,001–50,000 = $1,000, 50,001–60,000 = $1,100, 60,001–70,000 = $1,200, 70,001–80,000 = $1,300, 80,001–90,000 = $1,400, 90,001–100,000 = $1,500, 100,001–270,000 = $1,600, more than 270,000 shares = $1,700 maximum. NOT a franchise tax (no relationship to revenue or profit) but functionally similar. Paid via cis.scc.virginia.gov. Late payment triggers a $25 penalty under § 13.1-775.1; failure to pay within 4 months of due date can lead to administrative termination of corporate existence under § 13.1-752. Most-missed VA corp expense: a startup that authorizes 10,000,000 shares for cap-table flexibility owes $1,700/yr forever vs $100/yr at 5,000 authorized — material decision at incorporation.

No. Virginia does NOT impose a separate franchise tax on capitalization, revenue, or net worth. The Annual Registration Fee under Va. Code § 13.1-775.1 ($100–$1,700 scaling with authorized shares) is the only annual entity-level fee — and it caps at $1,700 regardless of revenue or capitalization. Compare: DE franchise tax ranges $400–$200,000 depending on shares + assumed-par-value method (a 10M-share startup with $5M assumed-par-value owes ~$22,000 DE franchise); CA $800 minimum franchise tax regardless of revenue or activity; TX 0.375%–0.75% margin tax on revenue above $2.47M; TN 0.25% net-worth franchise tax (minimum $100); MA $456/yr corporate excise minimum + 8% on income; NJ ~$3,000 minimum corporate fee. VA Annual Registration Fee at $100–$1,700 is materially cheaper than DE franchise for venture-cap-tabled corps once authorized shares exceed ~5M — but DE governance + appraisal precedent + Court of Chancery still wins for VC-track startups.

Virginia delegates business licensing taxation to cities and counties under Va. Code §§ 58.1-3700 et seq. BPOL is a LOCAL gross-receipts tax administered by the city or county Commissioner of the Revenue. Each locality sets its own rates within statutory maximums: contractors 0.16%, retailers 0.2%, financial services 0.58%, professional services 0.58%, repair/personal/business services 0.36%, wholesale 0.05%. Highest-rate localities (NoVA + Hampton Roads urban): Arlington County (full statutory rates), Fairfax County, Alexandria, Loudoun County, Falls Church, Fairfax City, Manassas, Manassas Park, Prince William County, Norfolk, Virginia Beach, Newport News, Hampton, Chesapeake, Portsmouth. Some rural counties waive BPOL entirely under specific receipts thresholds (Caroline, King William, parts of Southwest VA). DC proximity makes NoVA BPOL critical: a $5M-revenue Tysons consulting firm pays ~$29,000/yr in Fairfax County BPOL alone (0.58% of $5M), on top of state corp tax. A $10M-revenue Reston defense contractor pays ~$58,000/yr in Fairfax BPOL. BPOL applies to gross receipts attributable to the locality's situs — multi-jurisdiction businesses must file BPOL returns in each locality where they have an 'office' or 'place of business.' Returns due March 1 typically. Most-missed multi-jurisdiction issue for Beltway businesses.

Title 13.1 of the Code of Virginia, Chapter 9 (§§ 13.1-601 through 13.1-790) — the Virginia Stock Corporation Act. Originally enacted 1985 (Acts 1985, c. 522), comprehensively revised 2019 under SB 1080 (effective July 1, 2020) to align more closely with the Model Business Corporation Act (MBCA) and modernize governance provisions. Key sections: § 13.1-619 (Articles of Incorporation requirements — name, authorized shares, registered agent name + Virginia office address, initial directors, incorporator, optional limitation of director liability), § 13.1-619.1 (foreign LLCs as registered agents — must be authorized to transact business in VA), § 13.1-636 (corporate name standards — Corporation, Incorporated, Company, Limited, or abbreviations Corp/Inc/Co/Ltd), § 13.1-705 (shareholder action without meeting — requires unanimous written consent unless Articles permit majority consent under post-2020 amendment), § 13.1-690 (director duty of care — good-faith business judgment standard, codified business judgment rule), § 13.1-692.1 (limitation of director monetary liability — exculpation provision similar to DGCL § 102(b)(7), with carve-outs for intentional misconduct, knowing violation of criminal law, unlawful distributions, and improper personal benefit), § 13.1-734 (mergers), § 13.1-746 (asset sales), § 13.1-746.2 (entity conversions including LLC-to-corp), § 13.1-749 (dissenters' rights / appraisal — broadly tracks DGCL § 262 with VA-specific procedural differences), § 13.1-774 (dissolution by directors), § 13.1-775.1 (Annual Registration Fee schedule). Title 13.1 Chapter 10 governs LLCs separately. MBCA familiarity makes VA approachable for out-of-state counsel.

Online filing via cis.scc.virginia.gov processes in 2–3 business days standard. Expedited options: +$50 next-business-day, +$100 same-business-day, +$200 within-2-hours (filed before 12:00 PM Eastern), +$500 within-1-hour. Paper filings take 4–6 weeks. Eleet AI files online standard by default (expedited optional add-on). Once your Charter is issued by the SCC, you receive a 'Certificate of Issuance of Charter' and your corporation legally exists. Before the Charter issues, you cannot open a business bank account in the corporation's name, sign contracts as the corporation, issue stock, or file an S-Corp election retroactive to formation.

Yes. Virginia is a Right-to-Work state under Va. Code § 40.1-58 et seq, enacted in 1947 immediately after the federal Taft-Hartley Act authorized state right-to-work statutes. Among the original wave alongside North Carolina, Georgia, Florida, and Arizona. The statute prohibits employment from being conditioned on union membership or non-membership, prohibits agency-shop fees, and provides for treble damages for willful violations. Virginia has the lowest union membership rate on the East Coast (~3.6% per BLS 2024 vs national 9.9%). Repeal attempts in 2020 (HB 153 by Del. Lee Carter) and 2022 (HB 100, HB 105) died in committee — the statute has been politically stable through both Democratic and Republican legislative trifectas. Material for unionized industries, public-sector employers, federal contractor pricing (Service Contract Act work), and union organizing exposure assessment. Virginia public-sector collective bargaining is permitted under Va. Code § 40.1-57.2 (added 2020) but only at the option of each local government — most localities have not opted in.

After your Charter is issued by the SCC: (1) Adopt bylaws — VA does not file bylaws with the state but every corp must adopt them at the organizational meeting under § 13.1-624 (or via written consent under § 13.1-705). (2) Hold the organizational meeting — elect directors, appoint officers (VA permits one person to hold all offices under § 13.1-693), adopt bylaws, authorize founder-stock issuance, set initial capitalization. (3) Apply for a federal EIN at IRS.gov (free, 5 minutes online). (4) Register with the Virginia Department of Taxation at tax.virginia.gov / VATAX online services for state corporate income tax (Form 500), withholding tax if employees, sales/use tax if applicable. (5) Issue founder stock and file Section 83(b) elections with the IRS within 30 days if stock is subject to vesting — missing the 30-day window is a tax error that cannot be fixed later. (6) Register with the Virginia Employment Commission (VEC) at vec.virginia.gov for unemployment insurance if you have W-2 employees. (7) Register with the Virginia Workers' Compensation Commission at workcomp.virginia.gov — workers' comp is mandatory for employers with 3+ employees (regular or part-time). (8) Register for BPOL with each city/county Commissioner of the Revenue where you have a place of business — Fairfax County, Arlington County, Alexandria, Loudoun County, Norfolk, Virginia Beach, Newport News, Richmond, Henrico County, etc. Returns typically due March 1. (9) Open a business bank account. (10) Calendar the first Annual Registration Fee — anniversary month next year ($100 minimum). (11) Calendar quarterly state estimated tax payments (April 15 / June 15 / September 15 / December 15). (12) If federal contracting: register at SAM.gov for CAGE code + Unique Entity ID, get DCAA-compliant accounting set up, consider GSA Schedule registration, and assess CMMC 2.0 / FedRAMP / ITAR requirements based on contract scope.

For federal contracting, the answer depends on funding plans. If you are bootstrapped or self-funded with no VC ambitions, form in Virginia — your contracting officers, DCAA auditors, GSA contracting officers, and primes are all VA-based, your TS/SCI workforce is VA-based, your office is in Tysons or Reston or Chantilly or Crystal City, and VA SCC governance is more than adequate for closely-held federal contractors. The 6% flat VA corp tax + $100/yr Annual Registration Fee + $75 charter is materially cheaper than DE franchise tax once your authorized shares exceed ~1M, and you avoid foreign-qualification overhead. If you are pursuing venture capital — even Series A from Carlyle, NEA, Revolution Growth, Greycroft, Edison Partners, Grotech, Cofounders Capital — form in Delaware. Every NoVA VC term sheet defaults to DGCL. The McLean / Reston / Tysons / Arlington venture ecosystem (Mach37, In-Q-Tel for IC-track work, Maryland TEDCO for Fort Meade-adjacent biotech) all assume Delaware C-Corps. Foreign-qualify into VA at $75 + $100/yr — your cleared workforce, contracting officers, and BD relationships work identically with a Delaware-domiciled entity. The split decision is whether priced VC is plausible within 24 months. If yes: Delaware. If no: Virginia.

Form a VA corporation when your operations are genuinely federal-contractor-rooted (DCAA accounting, GSA Schedule, FedRAMP, CMMC 2.0, ITAR/EAR work, cleared facilities) AND the SCC governance + 6% flat corp tax + Right-to-Work labor profile + ~25% defense contracting density beats out-of-state alternatives. VA is right for: (1) Federal contractors with primary operations in the Pentagon / CIA / NSA / NRO / DARPA ecosystem or with TS/SCI cleared workforce in Chantilly / Reston / Tysons / McLean / Crystal City; (2) Hampton Roads Navy supplier corps (Newport News Shipbuilding, NAS Oceana, Norfolk Naval Station ecosystem); (3) Richmond financial services / insurance / utilities (Capital One, Markel, Dominion, Altria suppliers); (4) Charlottesville / UVA-rooted biotech / fintech / consulting; (5) Real estate corps with VA property holdings (transfer/recordation tax follows property); (6) Profitable bootstrapped services businesses where the 6% flat corp tax is acceptable and the federal-contracting ecosystem is the primary go-to-market. VA is NOT the right answer for: VC-bound startups at Series A or above (form Delaware, foreign-qualify into VA); anonymous holding companies (WY $60/yr anonymous under W.S. § 17-29-201 or NM $50 + no annual + anonymous — VA Articles require director disclosure on public record under § 13.1-619); pre-revenue cost optimizers (MS $50, AR $50, KY $40, NM $50 — the lifetime difference over 10 years can exceed $1,800 on the VA $75 + $100×10 stack alone); pure no-state-income-tax seekers (VA's 6% flat is materially higher than NV/WA/TX/WY/SD/FL — though those states' gross-receipts taxes partially offset for revenue-heavy businesses); pure NoVA real estate holding corps with zero VA-corp-tax nexus advantage. The honest answer: if DE is plausible for funding, DE wins; if federal contracting is the primary go-to-market and bootstrapped, VA's SCC + $100 annual registration + 6% corp tax + Right-to-Work + federal contractor density profile is genuinely advantageous — particularly with AWS HQ2 and Boeing HQ now anchored in Crystal City alongside the Pentagon, CIA Langley, and the densest TS/SCI cleared workforce in the United States.