Virginia Corporation Requirements

After forming a corporation, you must undertake certain steps on an ongoing basis to keep your business in compliance. These steps are also important in preserving the limited liability a corporation provides its owners. This guide outlines the ongoing requirements for Virginia corporations.

Corporate records

Virginia corporations must keep the following items with their corporate records at the principal office:

  • The Articles of Incorporation and any amendments
  • Bylaws or restated bylaws and any amendments
  • Permanent minutes of shareholder and director meetings
  • Permanent records of actions taken by the shareholders without a meeting and/or by a committee of the board of directors in place of the board of directors and on behalf of the corporation
  • Resolutions adopted by the directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations
  • Written communications to shareholders for the past three years
  • An alphabetical list of shareholders, including names and addresses, outlining the number and class of shares held by each
  • A list of names and business addresses of current directors and officers
  • Most recent annual report

Corporate taxes and fees

The following are taxation requirements and ongoing fees for Virginia corporations:

  • Annual report. Virginia requires corporations to file an annual report on or before the last day of the anniversary month of the company‚Äôs incorporation. The filing fee is based on the number of authorized shares and is between $100 and $1700.
  • Taxes. For complete details on state taxes for Virginia corporations, visit Business Owner's Toolkit or the State of Virginia.
  • Federal tax identification number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
  • State tax identification number. Virginia requires a state tax identification number.

Business licenses

Business licenses and/or permits are required for most businesses. The BizFilings Business License Application Package can help you stay on top of these requirements.

S corporation election

Virginia recognizes the federal S corporation election and does not require a state-level S corporation election.

Additional Virginia information

View the following additional resources BizFilings has for forming and maintaining companies in Virginia: