Forming a Nonprofit Corporation in Virginia

In Virginia a nonprofit corporation is known as a nonstock corporation. Here are the steps to form a nonstock corporation in Virginia. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with Title 13.1, Chapter 10 of the Virginia Code (abbreviated here as "Va. Code"), and with the Business section of the Commonwealth of Virginia.


1. Choose a business name and check for availability

  • Your nonstock corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).
  • You can check the availability of a corporate name by contacting the Clerk's Office of the Virginia State Corporation Commission at (804) 371-9733 or (866) 722-2551.

2. Recruit and/or appoint directors

  • You must have at least one director for your nonstock corporation.
  • Directors do not have to reside within the Commonwealth of Virginia, nor do they have to be of a certain age.

3. Incorporate your Nonstock Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

  • You must file your articles of incorporation with the Office of the Clerk at the State Corporation Commission.
  • The filing fee is $75.
  • Click here for a sample articles of incorporation.
  • An Annual Assessment Packet will be mailed to your registered agent every year. You will need to complete the Annual Report form in the packet and send it back to the State Corporation Commission with the annual registration fee of $25.
b. Create the bylaws
  • There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.
  • You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonstock corporation's principal place of business.
c. Hold an organizational meeting
d. Create a Records Book
  • You will need a records book to store the important documents of your nonstock corporation.
  • See Va. Code § 13.1-932 for specific information about record-keeping requirements under Virginia law.

4. Get your Employer Identification Number

Whenever you hire an employee in Virginia, you must inform both the IRS and the Commonwealth of Virginia.

a. Federal
  • Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.
  • The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.
b. State
  • You must apply for an account number with the Virginia Employment Commission.

5. Register with state offices

a. Virginia Department of Agriculture and Consumer Services
  • Before engaging in fundraising activities, you must register with the Division of Consumer Protection at the Virginia Department of Agriculture and Consumer Services.
b. Department of Revenue

6. Apply for tax exemptions

Once you've incorporated as a nonstock corporation, you can start applying for tax exemptions.

a. Federal
  • The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.
b. State
c. Local
 

Last updated on January 31st, 2008

   
 
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