How to Form a C Corporation in Virginia


A C corporation is a limited liability company, or LLC, that has filed articles of incorporation with the Virginia Secretary of State. There are many benefits to forming a C corporation in Virginia, including limited personal liability for owners and shareholders. In fact, the only owners who can’t be held personally liable are those who have no ownership stake in the business—for example, corporate officers who simply oversee day-to-day operations without owning stock.

File Articles of Incorporation.

A corporation is a business that has been created by filing articles of incorporation with the Virginia State Corporation Commission. A corporation is a separate legal entity from its owners, who are called shareholders. The main benefit of forming a corporation is limited liability—the owners can’t be held personally responsible for the debts and liabilities of the company. Instead, any outstanding debts or claims against your corporation are held against its assets (its property). This protects you from having to pay off those obligations with your personal assets or savings accounts.

A C corporation (commonly known as “C corps”) is one in which investors receive special tax treatment under federal law: They’re able to deduct their share of corporate profits on their personal income taxes even though they don’t have an ownership stake in the business itself. To form a C corp., you must file articles of incorporation and register it with the state’s Department of Taxation

Choose corporate officers.

As the owner of a corporation, you’ll need to appoint officers. Officers are responsible for managing the day-to-day operations of your company and carry out their duties under your direction.

Who Can Be Corporate Officers?

In most cases, you can choose any individuals as corporate officers—they don’t have to be shareholders or employees. However, there are some limitations on who can serve as an officer if it’s a family partnership or professional corporation (for example, attorneys). In addition, Virginia law does not allow corporations with fewer than two shareholders to have more than one director/president/secretary/treasurer combination without it also having a vice president.

How Many Corporate Officers Should There Be?

The number of required corporate officers depends largely on how complicated your business needs are: if you’re planning on holding meetings in person or over video conference calls every week then you’ll probably need someone who can take minutes so that everyone has access to them later; if there are multiple departments within your organization then each department might want its own set of secretary/treasurer combinations so they don’t overlap; if all these scenarios apply then obviously having multiple sets could help mitigate potential issues arising from confusion about who’s supposed to do what when problems arise at work! At minimum though I would recommend having at least one person act as both secretary and treasurer since this ensures accountability across all aspects – but again this might not necessary depending on circumstances (such as being ableto use technology efficiently).

Hold a meeting of your board of directors.

As the founder of your corporation, you’ll serve as its president. You also have the option to make yourself a director if you’d like to be involved with governing decisions.

The board is made up of one or more people who run the company. The board members are responsible for setting company policy and overseeing finances, hiring employees and other important tasks. The board must meet at least once a year but can meet in person or online depending on the members’ needs and preferences. If possible, consider having two types of directors: those who can act as liaisons between management and shareholders (this group will represent shareholders’ interests) and those who possess relevant experience in business management (this group will represent management’s interests).

Issue stock certificates to owners.

In addition to the stockholders, you’ll also want to issue shares of stock (certificates) to your initial and future shareholders. Shares are the owners’ stakes in your corporation; they own it. In exchange for buying shares, shareholders become liable for any debts your company owes and get a vote on corporate actions such as electing directors or approving major business decisions like mergers or acquisitions.

Shares can be purchased at any time by current shareholders and new investors alike; if you want more money in your pocket or if one of your original investors wants out, simply sell them some more!

Keep records.

Keep records.

The corporation must keep at its principal office or in some other place where it can be inspected:

  • Records of the names and addresses of all stockholders. These records must be kept for at least 5 years after the date they were created.
  • A copy of each meeting notice given to stockholders and a record of actions taken by vote at those meetings, including a statement of the number of shares voted on each matter. These records must be maintained for 2 years from the date when they were created or until their contents have been made available to shareholders electronically via the internet, whichever happens first. The corporation is not required to maintain a written minute book if minutes are maintained electronically via the internet (in accordance with applicable state rules).
  • A copy of resolutions adopted by shareholders as well as any resolutions that would have been adopted but for prior dissents or abstentions; these records must be maintained for 10 years after their last entry into such books or filings with any regulatory authority

Get an EIN and register with the VA Department of Taxation.

First, you’ll need to get an Employer Identification Number (EIN). Form SS-4 can help you with this and it’s available in the IRS website. Once you have your EIN and have registered with the Virginia Department of Taxation, you can open a bank account for your corporation.

Prepare and file annual reports.

You must file the annual report with the Virginia Department of Taxation. The due date is the last day of the month following the end of your tax year. For example, if your tax year ended on December 31st, then your annual report would be due by January 31st. If you do not file this form by its deadline, you will be subject to penalties and fines.

If you’re thinking that filing an annual report sounds like a lot of work and won’t save much time compared to doing all of this yourself, we’d have to agree! That’s why we recommend that you use our free C Corporation Kit instead! It takes care of everything for you so that all that’s left is filling out paperwork once a year at most (and even then only if there’s something important).

With the right paperwork, a C corporation can be formed in Virginia in about 6 to 8 weeks.

As with any business in Virginia, forming a C corporation is not difficult. With the right paperwork and a bit of patience, you can have your own C corporation formed in about 6 to 8 weeks. While this process may seem similar to the formation of partnerships or limited liability companies (LLCs), there are some key differences that make it different from these entities.


Once you’ve formed your corporation, you can use it to start a business or invest in other companies. You can also use it as an investment vehicle for yourself and your family. The process for forming a C corporation in Virginia is fairly straightforward and simple, so if this sounds like something that could help you, go ahead and get started today!

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