Virginia Articles of Incorporation: Definition, Purpose

What are Virginia Articles of Incorporation?

Virginia articles of incorporation is a formation document that must be filed with the Virginia Secretary of the Commonwealth to legally establish a new corporation. Articles of incorporation serve as legal proof that your business has been registered with the state and in compliance with all business laws.

Once articles of incorporation are filed, you can run your business as corporation which includes distributing shares, drafting corporate bylaws, and appointing a board of directors.

Corporations provide shareholders and directors several benefits and it is a very popular business structure for new companies. Some benefits of establishing a corporation include:

• Limited liability protection
• Tax benefits and flexibility
• Ability to raise capital for expansion
• Additional business credibility

How Do I Find Articles of Incorporation in Virginia?

To find the articles of incorporation form for the state of Virginia, you can follow these steps:

1. Visit the Virginia Corporation Commission
2. Under “Businesses” click “Forms and Fees”.
3. Select “Virginia Stock Corporations”.

This link provides you with a list of all the forms you will need to establish and run a corporation in Virginia including articles of incorporation, name reservation, annual benefit report, and business reinstatement.

This page also provides forms for different type of business entities like foreign corporations, limited liability companies, business trusts, and non-profit corporations.

Does Virginia Require Articles of Incorporation?

Yes. The state of Virginia requires all corporations to file articles of incorporation along with a $25 filing fee. Filing fees will increase with the amount of authorized shares. Articles of incorporation serve as proof that your business has been registered with the state and abides by all business laws.

Virginia Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

A Virginia For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose for which this corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Virginia Stock Corporation Act.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE AND AGENT

The address of the initial registered office of this corporation in the Commonwealth of Virginia is:

[Registered Office Street Address] [City, State, Zip Code]

The name of its initial registered agent at that address is [Registered Agent's Name].

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VI. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in Virginia. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Virginia?

Articles of incorporation in Virginia can be filled out by downloading the articles of incorporation form or by filing the articles through the online Clerk’s Information System.

All articles of incorporation must include the following information:

• Article 1: Corporate name. All corporate names must include a corporate ending like “incorporated” or “limited”. Abbreviated corporate names like “inc.” are permitted. The corporate name must be distinguishable from other entity names on record with the Commission. You can check the availability of a name on the division of corporations website or by contacting the Clerk’s Office.
• Article 2: Shares. The number of shares of stock the corporation is authorized to issue.
• Article 3: Initial registered agent. The registered agent is the person or business entity that is appointed to accept legal documents on behalf of the corporation. The corporation cannot serve as it’s own registered agent.
• Article 4: Registered office. The individual or entity appointed as the registered agent must have a physical address in Virginia.
• Article 5: Principal office address. The principal office is the location of the corporation’s principal executive offices.
• Article 6: Initial directors. The names and addresses of the corporation’s directors.
• Incorporators and signatures. The names and addresses of all incorporators who are drafting and filing the articles of incorporation. Incorporators must sign the articles of incorporation.

These are the minimum Virginia statutory requirements for articles of incorporation. If you wish to include additional provisions, you will need to separately prepare and submit typewritten articles of incorporation.

If you are unsure whether or not you need additional provisions, always contact a business attorney for guidance. An attorney can provide drafting and review services to ensure your articles of incorporation are written correctly and abide by all state statutes.

Relevant Laws

• 13.1-819. Articles of incorporation.
• 13.1-829. Corporate name.
• 13.1-833. Registered office and registered agent.
• 13.1-853. Requirement for and duties of board of directors.
• 13.1-886. Amendment of articles of incorporation by directors and members.