Virginia Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check & restrictions: Search the Virginia SCC business entity database in CIS to ensure name availability. Corporate designators (Inc./Corp.) are not required for nonstock corporations. You may reserve a name for 120 days ($10).
2. 2.
   Directors: Virginia allows one or more directors. Best practice for 501(c)(3) governance is at least three unrelated directors. You must state in the Articles how directors will be elected.
3. 3.
   Registered agent: Required at formation. Must be either (i) a Virginia resident who is an initial director/officer or Virginia State Bar member, or (ii) a Virginia-authorized business entity. P.O. Boxes not permitted.
4. 4.
   Members vs. no members: You must state in the Articles whether the corporation will or will not have members. This affects governance structure and decision-making processes.
5. 5.
   Purpose + IRS clauses plan: Draft a clear Virginia-compliant purpose and plan to include IRS-required 501(c)(3) clauses (organizational test, limitations/no inurement, dissolution) in your Articles.

B

Prepare the Articles of Incorporation

Use Form SCC819 to draft your Virginia Nonstock Corporation Articles. Include:

1. 1.
   Name: Corporate designators (Inc./Corp.) are not required for nonstock corporations, but the name must be distinguishable.
2. 2.
   Members/no-members statement: State whether the corporation will or will not have members.
3. 3.
   Director election method: Must state how directors are elected/appointed (by members or by directors).
4. 4.
   Registered agent & office: Name and Virginia street address (P.O. Boxes not permitted).
5. 5.
   Initial directors (if required): If your registered agent qualifies by being an initial director, you must list all initial directors and their addresses.
6. 6.
   Purpose clause: To streamline IRS approval, add 501(c)(3)-compliant purpose language per IRS Pub. 557.
7. 7.
   IRS-required provisions (strongly recommended for 501(c)(3) recognition):

   • • Organizational test (exclusively for charitable/educational/religious/scientific purposes within §501(c)(3))
   • • Limitations: no private inurement; no political campaign activity; limited lobbying
   • • Dissolution clause dedicating assets to another §501(c)(3) or government for public purposes

C

File the Articles

1. 1.
   File in CIS (recommended) or mail to SCC: File directly in CIS for real-time approval when entering data via the online form. If you upload your own typed Articles, the Clerk's Office will manually review (not real-time).
2. 2.
   Filing fee: $75 (online or paper). Pay by credit card/eCheck (processed by LexisNexis). Paper filings must include a check payable to the State Corporation Commission.
3. 3.
   Processing time: Often immediate in CIS when using the typed form. Mailed or uploaded-document filings require clerk review and take longer.
4. 4.
   Output: Save your Certificate of Incorporation and a conformed copy of the Articles for your records, banking, and IRS filing.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational meeting: Adopt bylaws; appoint directors/officers; conflict-of-interest and other policies; fiscal year; banking resolutions.
3. 3.
   Annual report & registration fee: Virginia does not require an initial report at formation. Your first corporate annual report is due by the last day of your anniversary month in the following year ($0), plus a $25 annual registration fee ($10 late penalty).
4. 4.
   Charitable registration: Register with VDACS Office of Charitable & Regulatory Programs using Form OCRP-102 before soliciting. Initial filers pay $100 plus annual fee ($30-$325 based on contributions).
5. 5.
   Sales & use tax exemption: After receiving your IRS determination letter, apply via Nonprofit Online (preferred) or submit Form NP-1. Eligibility requires administrative expenses generally ≤ 40% of gross revenue.
6. 6.
   Local licenses & banking: Obtain any city/county permits needed; open a bank account with EIN + filed Articles + bylaws.

Resources & Forms

• CIS Online Filing: Virginia SCC Clerk's Information System (CIS)
• Nonstock Corporation Guide: Virginia Nonstock Corporations Information
• Name Reservation: Form SCC631 - Name Reservation (120 days, $10)
• Annual Registration: Annual Registration Fees & Requirements
• Charitable Registration: VDACS Form OCRP-102 (Charitable Registration)
• Tax Exemptions: Virginia Tax - Nonprofit Organizations

Notes & Best Practices

• Include IRS clauses in your Articles to streamline 501(c)(3) approval—attach as additional provisions if needed
• No newspaper publication required—Virginia streamlines the process compared to many other states
• Corporate designators (Inc./Corp.) are optional for nonstock corporations—choose a clear, distinguishable name
• Use CIS typed form for real-time approval—uploading documents requires manual clerk review and takes longer
• Must state how directors are elected in your Articles—by members or by directors; this is mandatory
• Annual registration fee is $25 with a $10 late penalty—due by last day of your anniversary month each year