---
title: "How to Form a Corporation in Virginia: Steps, Fees & Filing 2026 | LLC Attorney"
description: "A Virginia corporation files Articles of Incorporation with the SCC for $75 minimum, needs 1 director, and pays a share-based annual registration fee."
canonical: https://llcattorney.com/states/va/corporation-formation-virginia
image: https://llcattorney.com/images/share-cover.png
source_path: /states/va/corporation-formation-virginia
---

Key Takeaways

-   $75 Articles of Incorporation filing fee (Form SCC619 (online via CIS)) paid to the Virginia State Corporation Commission
-   Minimum 1 director required (Va. Code § 13.1-673)
-   Annual Registration (Annual Registration Fee assessment (online via CIS)) due within by the last day of the month in which the corporation was incorporated, in the year after formation, $100 (varies by authorized shares; $50 minimum) fee; 10% of the fee or $10, whichever is greater late penalty
-   6% flat corporate income tax (Form 500, due the 15th day of the fourth month after year-end) and a share-scaled annual registration fee from $50 to $850 — Virginia has no franchise tax
-   Registered Agent with a physical Virginia street address required
-   No publication requirement
-   S-Corp election available via IRS Form 2553 within 75 days of formation; Virginia recognizes the federal S election automatically with no separate state filing
-   Same-day filing available through LLC Attorney at no markup on state fees

Forming a corporation in Virginia means filing Articles of Incorporation with the State Corporation Commission (SCC) — not a Secretary of State — at a minimum cost of $75, appointing at least 1 director, and meeting Virginia's ongoing obligations, including a share-based annual registration fee and the 6% state corporate income tax. Virginia is distinctive in tying both its charter fee and its yearly fee to the number of shares you authorize, so share planning carries a real cost here. This guide covers every step and fee for forming a Virginia C-Corporation, with online filing available through LLC Attorney starting at $49.

$75Articles of Incorporation minimum filing cost

1Minimum directors (Va. Code § 13.1-673)

$50–$850Annual registration fee (by authorized shares)

$49LLC Attorney formation starting price

## C-Corp vs LLC in Virginia

Most first-time business owners in Virginia choose an LLC, partly because Virginia LLCs carry a flat $50 annual registration fee while corporations pay a share-scaled one ($50 to $850). A Virginia corporation earns its keep in specific situations — when you plan to raise outside capital, issue stock options, or position for a federal-contracting acquisition, where the corporate structure is a requirement rather than a preference.

### Choose a Virginia corporation when:

-   **You plan to raise venture capital or institutional investment.** VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
-   **You want to issue stock options to employees (ISOs).** Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
-   **You expect to eventually go public or sell to a public company.** Public markets operate on corporate stock mechanics.
-   **You are in a regulated industry** where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.

### Stick with an LLC when:

-   You are a small business with one or a few owners who will not need institutional investment.
-   Pass-through taxation without payroll complexity is the priority.
-   You do not need stock option plans or institutional investment mechanics.

### Why and when to incorporate in Delaware vs your home state

Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.

If you are not raising outside capital, Virginia is usually the better choice. A Delaware corporation operating in Virginia still has to register as a foreign corporation there, pay Virginia fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.

## What's Unique About Corporations in Virginia?

Virginia is unusual in that business entities are chartered not by a Secretary of State but by the State Corporation Commission (SCC), a constitutional body that also regulates utilities, insurers, and financial institutions. For a C-Corporation that distinction is more than cosmetic: the SCC ties both your one-time charter fee and your recurring annual registration fee to the number of shares you authorize, so share planning has a direct dollar cost in Virginia that it does not have in most states. The Commonwealth's defense, technology, and government-contracting economy — concentrated in Northern Virginia — also makes a clean corporate record matter for companies that bid on federal work.

Key Virginia-specific requirements:

-   Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document)
-   Minimum of 1 director (Va. Code § 13.1-673); no residency or shareholding requirement, and a variable-range board can be set in the bylaws
-   6% flat corporate income tax (Form 500, due the 15th day of the fourth month after year-end) and a share-scaled annual registration fee from $50 to $850 — Virginia has no franchise tax
-   Annual registration fee scales with authorized shares ($50 to $850), assessed by the SCC in your anniversary month — distinct from the separate 6% income tax
-   Share-based fees — both the formation charter fee and the annual registration fee rise with authorized shares, so over-authorizing has an ongoing cost

## Selecting a Name for Your Virginia Corporation

Your corporation's name must comply with Virginia naming requirements:

-   Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Virginia-approved designator (Va. Code § 13.1-630)
-   Must be distinguishable from all existing Virginia entities in the SCC Clerk's Information System business search
-   Virginia accepts Corporation, Incorporated, Company, or Limited (or the abbreviations Corp., Inc., Co., or Ltd.) as the required designator, and the name cannot imply a purpose the corporation is not authorized to pursue or suggest a connection with a government agency
-   Names implying government affiliation or banking activity are restricted

Search the SCC Clerk's Information System business search at cis.scc.virginia.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation.

**Name reservation:** file a name reservation with the Virginia State Corporation Commission, $10 fee, holding the name for 120 days. Recommended if your paperwork takes more than a few days to prepare.

## Directors, Officers, and Shareholders in a Virginia Corporation

A Virginia corporation has three distinct roles:

**Shareholders** own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.

**Directors** govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Virginia's director requirements: Virginia requires a board of at least 1 director (Va. Code § 13.1-673), with the exact number fixed in the Articles of Incorporation or the bylaws. Directors do not have to be Virginia residents, shareholders, or of any particular age beyond the capacity to act. The initial directors may be named in the Articles, but Virginia does not require it — the incorporator can appoint them in the organizational consent instead.

**Officers** (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Virginia requires whatever officers the bylaws or a board resolution specify, with one individual permitted to hold every office at once (Va. Code § 13.1-693). One person can be the sole director and simultaneously hold every officer position, since Va. Code § 13.1-693 expressly allows a single individual to occupy more than one office.

## Designating a Registered Agent

Every Virginia corporation must designate a Registered Agent — a person or entity with a physical Virginia street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.

Virginia is stricter than most states about who may serve as a corporation's registered agent. Under Va. Code § 13.1-634, an individual agent must be a Virginia resident who is also an officer or director of the corporation, or a member of the Virginia State Bar; alternatively, the agent may be a business entity authorized to provide registered-agent services in Virginia. The agent must keep a physical Virginia street address (no P.O. boxes) identical to the registered office and be available during business hours to accept service of process.

If the Virginia State Corporation Commission cannot deliver legal notices to your Registered Agent, Virginia can administratively terminate the existence of your corporation. LLC Attorney's Virginia Registered Agent service is $125/year.

## Virginia Corporation Costs and Compliance

Fee

Amount

Notes

Articles of Incorporation (Form SCC619 (online via CIS))

$75

Standard processing: 1 to 2 business days for online CIS filings

State expedited — 24 hour

$50

Additional to the $75 base fee

Same-business-day service

$200

Additional to the $75 base fee

Annual Registration (Annual Registration Fee assessment (online via CIS))

$100 (varies by authorized shares; $50 minimum)

10% of the fee or $10, whichever is greater late penalty if missed

Annual registration fee + corporate income tax

$50–$850 registration (by shares) / 6% income tax

Registration due in anniversary month; Form 500 income tax due 15th day of 4th month after year-end

Name reservation

$10

Holds name for 120 days

Certificate of Amendment

$25

To change corporate name or structure

Registered Agent (professional)

$49–$300/yr

LLC Attorney service available

## How to Form a Corporation in Virginia

### If You Do It Yourself

**Step 1 — Choose a corporate name that complies with Virginia's requirements.**

Your corporate name must be distinguishable from all existing Virginia entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in Va. Code § 13.1-630). Search the SCC Clerk's Information System business search at cis.scc.virginia.gov before preparing any documents. Run your name through the SCC business search at cis.scc.virginia.gov, but note that availability there does not confer trademark rights — clear the name against the USPTO database separately before building a brand.

**Step 2 — Reserve your corporate name (recommended).**

File a name reservation with the Virginia State Corporation Commission, $10 fee, good for 120 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.

**Step 3 — Decide your director structure before opening the formation form.**

Virginia requires 1 director at formation. A single founder can serve as the sole director and grow the board later by amending the bylaws. Decide up front whether you want a fixed number or a range of directors, because Virginia lets you set a variable-range board in the bylaws, which avoids a formal amendment every time you add or remove a seat. Write down your director names and Virginia addresses before you open the form — most state portals cannot save a partially completed filing.

**Step 4 — Designate your Registered Agent.**

Every Virginia corporation must have a Registered Agent with a physical Virginia street address. P.O. boxes are not accepted. Because Virginia restricts individual agents to in-state officers, directors, or Virginia State Bar members, most incorporators without a qualifying Virginia individual use a commercial registered agent. LLC Attorney can serve as your Virginia Registered Agent and route all SCC and legal mail to your client portal.

**Step 5 — Complete the Articles of Incorporation (Form SCC619 (online via CIS)).**

Go to scc.virginia.gov and use the current version of the Articles of Incorporation. Always file directly through the Virginia State Corporation Commission — outdated forms are rejected without refund. Complete it with:

-   Your exact corporate name including designator
-   Your Registered Agent — full legal name and physical Virginia street address
-   Your authorized share structure — keep your initial authorization at or below 25,000 shares to stay at the $50 minimum charter fee, since Virginia charges $50 for every 25,000 shares (or fraction) authorized at formation
-   Director names and addresses
-   Incorporator signature (the person submitting the form; need not be a director or shareholder)
-   The total number of authorized shares, because that single number sets both your charter fee at formation and your annual registration fee every year afterward

**Step 6 — File the Articles of Incorporation and pay the $75 fee.**

File online at cis.scc.virginia.gov or by mail to the Virginia State Corporation Commission in Richmond. Online processing is 1 to 2 business days for online CIS filings under normal volume.

-   24-hour service: $50 additional (total: $125)
-   Same-business-day service: $200 additional (total: $275)
-   Next-day filings must be submitted through CIS by 2:00 p.m. ET; same-day filings must be in by 10:00 a.m. ET. Expedited service is available only for online submissions, never for mailed paper forms.

**Step 7 — Wait for your approved Articles of Incorporation.**

Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Virginia State Corporation Commission approves your filing. Standard processing is 1 to 2 business days for online CIS filings; 1 to 2 weeks if you file the paper Form SCC619 by mail during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it.

**Step 8 — Hold your organizational meeting and adopt bylaws.**

After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Virginia does not require bylaws to be filed with the State Corporation Commission (SCC) — keep them with your corporate records. Virginia corporations adopt bylaws through the incorporator or initial board under the Virginia Stock Corporation Act (Va. Code Title 13.1, Chapter 9); the bylaws, not the Articles, define your officer slate and board mechanics, so draft them to match how you actually intend to run the company. A generic template may omit Virginia-specific provisions and may not align with your share structure.

**Step 9 — Issue stock to founders.**

Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Virginia ties both the one-time charter fee and the recurring annual registration fee to your authorized share count, so over-authorizing has a real cost here. A corporation that authorizes 5,000 shares or fewer pays the $50 minimum annual registration fee; the figure climbs in $15 steps for every additional 5,000 shares up to an $850 ceiling. Authorize what you actually need and amend later if a priced round requires more.

**Step 10 — File your initial Annual Registration (Annual Registration Fee assessment (online via CIS)) within by the last day of the month in which the corporation was incorporated, in the year after formation.**

After your Articles of Incorporation is approved, you have by the last day of the month in which the corporation was incorporated, in the year after formation to file Annual Registration Fee assessment (online via CIS) with the Virginia State Corporation Commission. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $100 (varies by authorized shares; $50 minimum). Missing the deadline triggers a 10% of the fee or $10, whichever is greater penalty.

**Step 11 — Apply for your federal EIN.**

Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).

**Step 12 — Open a corporate bank account.**

Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.

**Step 13 — Register for Virginia state taxes.**

Your federal EIN does not automatically register you with Virginia state agencies. Depending on your business type:

-   Virginia sales and use tax (Virginia Department of Taxation, if you sell taxable goods or services) — [tax.virginia.gov](https://tax.virginia.gov)
-   Virginia employer payroll taxes (Virginia Employment Commission, if hiring Virginia employees) — [vec.virginia.gov](https://vec.virginia.gov)
-   Virginia sales and use tax registration (Department of Taxation) — required if the corporation sells taxable goods or certain services in Virginia; combined state-and-local rate is 5.3% in most localities

**Step 14 — Pay your Virginia annual tax.**

Virginia does not levy a franchise tax, so there is no minimum-tax floor to plan around. Your two recurring state obligations are the SCC annual registration fee and the corporate income tax. The registration fee is assessed automatically against your authorized share count and is paid online through CIS in your anniversary month. The 6% corporate income tax is filed separately with the Department of Taxation on Form 500 by the 15th day of the fourth month after your tax year ends; calendar-year corporations file by April 15 and receive an automatic seven-month extension to submit the return, though tax owed is still due by the original date.

**Step 15 — Decide whether to elect S-Corp tax treatment.**

C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Virginia corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Virginia filing. Virginia automatically recognizes a federal S-Corp election; there is no separate state-level election to file. An electing corporation reports as a pass-through entity on Virginia Form 502 instead of paying the 6% corporate income tax on Form 500, and the income flows to shareholders' individual Virginia returns. Reserve the election for closely held, profitable operating companies — the S-Corp eligibility limits (one class of stock, no more than 100 shareholders, only eligible U.S. shareholders) disqualify most companies planning to raise institutional capital.

**Step 16 — Set annual compliance reminders.**

Virginia corporations must file and pay on a recurring basis:

-   Annual Registration (Annual Registration Fee assessment (online via CIS)): Annually, in the anniversary month, $100 (varies by authorized shares; $50 minimum) fee — 10% of the fee or $10, whichever is greater if missed
-   Annual registration fee: due in your anniversary month, $50 for 5,000 shares or fewer and rising to an $850 cap; corporate income tax: 6% on Form 500, due the 15th day of the fourth month after year-end
-   Confirm your authorized share count in CIS each anniversary month, since that number drives the registration-fee bill the SCC assesses

Missing these filings puts your corporation in bad standing with the Virginia State Corporation Commission and Virginia Department of Taxation. Suspension means you cannot file documents, defend lawsuits, or do business in Virginia. If you would rather not manage this process, the service handles Virginia corporation formation starting at $49.

Ready to Launch Your Business in Virginia?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation)

### If LLC Attorney Does It for You

1.  Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
2.  LLC Attorney files your Articles of Incorporation with the Virginia State Corporation Commission, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Registration are included.
3.  Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Annual Registration Fee assessment (online via CIS) deadline or annual tax payment.

## S-Corp Election for Virginia Corporations — What You Need to Know

An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Virginia corporation remains a Virginia corporation; you are only changing how the IRS taxes it.

**The S-Corp tax advantage:** a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.

**S-Corp payroll requirement:** if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.

Eligibility requirements:

-   100 or fewer shareholders
-   All shareholders must be U.S. citizens or permanent residents
-   Only one class of stock (identical distribution and liquidation rights)
-   No institutional shareholders, partnerships, or non-resident alien shareholders

**Virginia treatment of S-Corps:** Virginia automatically recognizes a federal S-Corp election; there is no separate state-level election to file. An electing corporation reports as a pass-through entity on Virginia Form 502 instead of paying the 6% corporate income tax on Form 500, and the income flows to shareholders' individual Virginia returns. Reserve the election for closely held, profitable operating companies — the S-Corp eligibility limits (one class of stock, no more than 100 shareholders, only eligible U.S. shareholders) disqualify most companies planning to raise institutional capital.

**Filing deadline:** IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.

## When Should You Consult an Attorney for Your Virginia Corporation?

LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:

-   **Multiple founders or investors:** share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
-   **S-Corp election analysis:** whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
-   **High-liability industry:** regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
-   **Raising capital:** if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
-   **Virginia-specific wrinkles:** Virginia may have corporate law provisions a generic national template does not cover correctly.

## What You Actually Get When You Incorporate in Virginia with LLC Attorney

A Virginia corporation that has only been filed with the SCC is not a finished corporation. The state filing creates the entity; it does not produce the bylaws, organizational consents, or stock records that make the corporation function and keep the liability shield intact. A "$0 filing" that omits those is not actually free — it is unfinished, and in Virginia an unfinished corporation with a careless authorized-share count also walks into an avoidable annual fee.

Included with LLC Attorney corporation formation, starting at $75:

-   Same-day or 24-hour Virginia filing at no markup on the state fee. Most services charge extra to expedite.
-   Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
-   Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
-   Federal EIN, obtained for you.
-   Virginia Registered Agent service at $125/year, included to keep you in good standing.
-   S-Corp election guidance when pass-through tax treatment is the right call for your situation.
-   Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).

Because Virginia prices both your charter fee and your annual fee against authorized shares, getting the share structure and the registered-agent designation right at formation is exactly what is handled here.

## Starting Your Virginia Corporation with LLC Attorney

Virginia's corporate formation requirements are straightforward but share-fee sensitive — the share-based charter and annual registration fees, the restrictive registered-agent qualification rules, and the SCC's distinct filing framework. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.

The service handles Virginia corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, Virginia authorized-share planning and registered-agent qualification, and annual tax planning. See our [full pricing](/pricing) for all service tiers.

Ready to Launch Your Business in Virginia?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation)

## Frequently Asked Questions

How long does it take to form a corporation in Virginia?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Online Articles of Incorporation filed through the SCC's Clerk's Information System (CIS) at cis.scc.virginia.gov typically clear in 1 to 2 business days. Mailed paper Form SCC619 submissions take 1 to 2 weeks. Virginia offers paid online expedites: next-day service for $50 (submit by 2:00 p.m. ET) and same-business-day service for $200 (submit by 10:00 a.m. ET). Expedited service is available only for online filings. LLC Attorney files online to hit time-critical formation dates.

What is the difference between a C-Corp and an S-Corp in Virginia?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

A C-Corp and an S-Corp are the same Virginia corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Virginia formation documents. Virginia honors the federal S election automatically, so a Virginia S-Corp files Form 502 rather than the Form 500 a C-Corp uses.

Can a single person form a corporation in Virginia?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. Virginia permits one individual to incorporate, serve as the sole director, and hold every officer role at once (Va. Code § 13.1-693 allows the same person to occupy multiple offices). This is the standard single-founder setup. You still have to observe corporate formalities — adopt bylaws, document an organizational consent, issue yourself stock, and keep corporate and personal finances separate — to keep the liability shield intact.

What taxes does a Virginia corporation have to pay?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

A Virginia C-Corporation pays a flat 6% state corporate income tax on its Virginia taxable income, filed on Form 500 with the Department of Taxation by the 15th day of the fourth month after the tax year closes (April 15 for calendar-year corporations). Separately, the SCC charges an annual registration fee scaled to authorized shares, from a $50 minimum to an $850 maximum. Virginia imposes no franchise tax. At the federal level, the corporation pays the 21% corporate income tax unless it elects S-Corp treatment, which Virginia recognizes automatically.

What is the Annual Registration and when is it due?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Virginia corporations pay an annual registration fee assessed by the SCC, due by the last day of the corporation's anniversary month each year. Unlike Virginia LLCs (whose annual registration is a flat $50), corporations are charged on a share-based scale: $50 for 5,000 authorized shares or fewer, then $15 for each additional 5,000 shares, capped at $850. There is no separate report form to complete beyond confirming your information in CIS. Paying late adds a penalty of 10% of the fee or $10, whichever is greater, and continued non-payment leads the SCC to terminate the corporation's existence.

Does a Virginia corporation need bylaws?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Virginia does not require corporations to file bylaws with the State Corporation Commission (SCC). However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.

What happens if I miss the annual tax deadline?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Paying the SCC annual registration fee late adds a penalty equal to 10% of the fee or $10, whichever is greater. If the fee stays unpaid, the SCC will terminate the corporation's existence, after which it loses the authority to transact business and to sue or be sued in Virginia courts. Reinstatement requires filing an application and paying all delinquent fees and penalties. Corporate income tax paid late accrues separate penalties and interest assessed by the Department of Taxation.

Can I change my Virginia corporation to an LLC later?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. Virginia allows a corporation to convert to an LLC by filing Articles of Entity Conversion with the SCC under the Virginia Stock Corporation Act. The conversion is a taxable event for federal purposes and can trigger gain recognition, so model the consequences with a CPA before filing — for some companies it is cleaner to dissolve and re-form depending on assets and basis.

What happens if my Registered Agent cannot be reached?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

If Virginia is unable to deliver legal notices to your Registered Agent, the state can administratively terminate the existence of your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical Virginia address to receive any legal documents on your behalf.

## Learn More About Virginia

-   [Virginia LLC Formation](/states/va/llc-formation-virginia)
-   [Virginia Registered Agent](/states/va/registered-agent-virginia)
-   [Virginia EIN Number](/states/va/ein-number-virginia)
-   [Virginia Anonymous LLC](/states/va/anonymous-llc-virginia)