At a glance
Filing agency
Virginia SCC
Formation fees
Corporation $75 minimum · LLC $100 · Nonprofit $75
Standard processing
Online filings through the SCC’s Clerk’s Information System are typically processed within a few business days. Mail filings take longer. Expedited and next-day service are available for additional fees.
Annual requirement
Virginia entities pay an annual registration fee by the last day of their formation month. LLCs pay $50, stock corporations pay a minimum of $100, and nonstock/nonprofit corporations pay $25. LLCs do not file a separate annual report.
Newspaper publication
Not required for new corporations, LLCs, or nonprofits
Forming a business in Virginia
Virginia’s State Corporation Commission is unusual among state business agencies because it is a constitutionally established court of record with regulatory responsibilities. Entity filings are handled by the Clerk’s Office, and the annual registration fee is due by the last day of the entity’s formation month.
Virginia has a straightforward LLC structure: a $100 Articles of Organization filing fee and a $50 annual registration fee, with no separate annual report for LLCs. Corporations have a share-based formation fee and a share-based annual registration fee. This guide compares the corporation, LLC, and nonprofit paths and explains the ongoing SCC filings.
Corporation, LLC, or nonprofit?
The right structure depends on how the business will be owned, managed, financed, and taxed.
A corporation is designed for centralized management and outside investment. An LLC offers
liability protection with more flexible management and tax treatment. A nonprofit corporation
is for an organization operated for a charitable, educational, religious, or other exempt purpose.
Business corporation in Virginia
A Virginia business corporation is created by filing Articles of Incorporation with the SCC. The filing identifies the registered agent, principal office, authorized shares, and initial directors.
| Formation document | Articles of Incorporation |
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| State filing fee | $75 minimum Includes a $25 filing fee plus $50 for up to 25,000 authorized shares. Additional shares increase the fee, up to the statutory cap. |
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| Annual filing | Annual report and annual registration fee — due Last day of the formation month; $100 minimum for stock corporations, based on authorized shares. The annual registration fee is separate from any income tax return. |
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| Tax treatment | A Virginia corporation is a C corporation by default, with S corporation status available by federal election. The corporation may owe Virginia corporate income tax and other state taxes. |
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| Best for | Businesses that want a formal board-and-shareholder structure, outside investment, or a structure familiar to lenders and institutional partners. |
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- A corporate name that is distinguishable and includes a required designator.
- A Virginia registered agent and registered office with a physical street address.
- The principal office address, authorized shares, and initial directors.
- The incorporator’s signature and any required name consent or professional approval.
Start a Virginia Corporation FilingLimited liability company in Virginia
A Virginia LLC is formed by filing Articles of Organization with the SCC. Virginia LLCs do not file a separate annual report; they pay an annual registration fee of $50 by the last day of the formation month.
| Formation document | Articles of Organization |
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| State filing fee | $100 |
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| Annual filing | Annual registration fee — due Last day of the formation month; $50. No separate annual report is required for a Virginia LLC. |
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| Tax treatment | A Virginia LLC is pass-through by default for federal income tax purposes. Members may elect S or C corporation treatment. Virginia may impose entity-level taxes and fees depending on the LLC’s classification and activity. |
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| Best for | Owner-managed businesses, professional practices, real estate holdings, and startups that want liability protection with a simple annual registration requirement. |
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- An LLC name that includes Limited Liability Company, LLC, L.L.C., or another accepted designator.
- A Virginia registered agent and a physical Virginia street address.
- The principal office address and the name and address of the registered agent.
- A written operating agreement, which is not filed with the state but is important for governance.
Start a Virginia LLC FilingNonprofit corporation in Virginia
A Virginia nonprofit corporation is usually formed as a nonstock corporation by filing Articles of Incorporation with the SCC. The annual registration fee is $25, and a separate annual report is filed with the SCC.
| Formation document | Articles of Incorporation – Nonstock Corporation |
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| State filing fee | $75 |
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| Annual filing | Annual report and annual registration fee — due Last day of the formation month; $25 registration fee; annual report has no separate filing fee. Nonstock corporations file the annual report with the SCC. |
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| Tax treatment | Virginia nonprofit corporation status does not automatically create federal tax exemption. The organization must apply to the IRS and may need separate Virginia tax exemption and charitable registration. |
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| Best for | Charitable, educational, religious, civic, and membership organizations that want a formal nonprofit structure. |
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- A nonprofit name that meets Virginia naming rules.
- A Virginia registered agent and registered office.
- A statement of nonprofit purpose and the required IRS language if seeking 501(c)(3) status.
- The incorporator, initial directors, and bylaws adopted after formation.
Start a Virginia Nonprofit Filing Virginia entity comparison
| Factor | Corporation | LLC | Nonprofit |
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| Formation document | Articles of Incorporation | Articles of Organization | Articles of Incorporation – Nonstock Corporation |
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| State filing fee | $75 minimum | $100 | $75 |
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| Annual filing | Annual report and annual registration fee | Annual registration fee | Annual report and annual registration fee |
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| Tax treatment | A Virginia corporation is a C corporation by default, with S corporation status available by federal election. The corporation may owe Virginia corporate income tax and other state taxes. | A Virginia LLC is pass-through by default for federal income tax purposes. Members may elect S or C corporation treatment. Virginia may impose entity-level taxes and fees depending on the LLC’s classification and activity. | Virginia nonprofit corporation status does not automatically create federal tax exemption. The organization must apply to the IRS and may need separate Virginia tax exemption and charitable registration. |
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| Best for | Businesses that want a formal board-and-shareholder structure, outside investment, or a structure familiar to lenders and institutional partners. | Owner-managed businesses, professional practices, real estate holdings, and startups that want liability protection with a simple annual registration requirement. | Charitable, educational, religious, civic, and membership organizations that want a formal nonprofit structure. |
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Virginia LLCs pay a registration fee, not an annual report
Virginia LLCs do not file the annual report required of corporations. Instead, they pay an annual registration fee of $50 by the last day of the month in which the LLC was formed or registered. The fee keeps the entity’s SCC record active and supports the registered agent and registered office information.
The annual registration fee is not an income tax return. The LLC may still have Virginia tax filing obligations depending on its classification, income, employees, and sales tax activity. Those filings are separate from the SCC registration.
Corporate fees depend on authorized shares
A Virginia stock corporation pays a minimum of $75 to form, composed of a $25 filing fee and $50 for up to 25,000 authorized shares. Additional shares increase the filing fee, subject to the statutory cap. The annual registration fee is also share-based, with a $100 minimum for stock corporations.
The share structure should be set deliberately because it affects both the formation fee and the annual registration fee. A corporation that later increases its authorized shares may need to file an amendment and pay an additional fee.
The SCC is both a filing office and a regulatory body
The State Corporation Commission’s Clerk’s Office handles business entity filings, while other SCC divisions regulate utilities, insurance, securities, and financial institutions. A business in a regulated industry may need approvals or registrations beyond the entity formation.
The SCC’s online Clerk’s Information System is the primary filing portal. We can prepare and file the formation document, coordinate the registered agent and registered office, and handle the annual registration fee.
How to form a Virginia entity
- Check the name. Search the SCC business entity database and confirm the name is available and uses the correct designator.
- Appoint a registered agent. Arrange a Virginia registered agent and a physical Virginia street address for service of process and state mail.
- Prepare the formation document. Complete the Articles of Incorporation or Articles of Organization, including the principal office and management information.
- File with the SCC. Submit through the Clerk’s Information System or by mail with the $100 LLC fee or the applicable corporation or nonprofit fee.
- Calendar the annual registration. Pay the annual registration fee by the last day of the formation month. LLCs pay $50; corporations and nonprofits pay the applicable SCC fee.
Virginia annual registration and good standing
Virginia requires an annual registration fee by the last day of the entity’s formation month. LLCs pay $50 and do not file a separate annual report. Stock corporations pay a minimum of $100 based on authorized shares, and nonstock or nonprofit corporations pay $25 and file an annual report.
Missing the annual registration can result in the entity being automatically terminated or its certificate of authority being revoked. Reinstatement may require the overdue fees and a reinstatement filing. We can track the anniversary month and prepare the annual registration or report.
| Entity | Annual filing | Due | State fee |
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| Business corporation | Annual report and annual registration fee | Last day of the formation month | $100 minimum for stock corporations, based on authorized shares |
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| Limited liability company | Annual registration fee | Last day of the formation month | $50 |
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| Nonprofit corporation | Annual report and annual registration fee | Last day of the formation month | $25 registration fee; annual report has no separate filing fee |
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Does Virginia require newspaper publication?
No. Virginia does not require a corporation, LLC, or nonprofit corporation to publish a newspaper notice of formation. The entity is formed when the SCC accepts the filing and the registered agent is in place.
Publication requirements exist in a few other states, including Pennsylvania, New York, and Georgia. A Virginia entity that registers to do business in one of those states should confirm whether the foreign registration or a later filing triggers a publication obligation.
Virginia formation questions
The Articles of Organization filing fee is $100. The annual registration fee is $50 and is due by the last day of the formation month. Virginia LLCs do not file a separate annual report.
The minimum filing fee is $75, which includes a $25 filing fee and $50 for up to 25,000 authorized shares. Additional shares increase the fee. The annual registration fee is a minimum of $100 for stock corporations.
A nonstock nonprofit corporation pays $75 to file Articles of Incorporation. The annual registration fee is $25, and the annual report has no separate filing fee. IRS 501(c)(3) and charitable registration costs are separate.
No. Virginia LLCs pay an annual registration fee of $50 instead of filing a separate annual report. The fee is due by the last day of the month in which the LLC was formed or registered.
It is due by the last day of the entity’s formation month each year. For example, an LLC formed in August pays by August 31 each year. New entities are not required to pay in their formation year.
Yes. Virginia corporations, LLCs, and nonprofit corporations must maintain a registered agent and a registered office with a physical Virginia street address. The agent receives service of process and official state correspondence.
No. Virginia does not require newspaper publication for a new corporation, LLC, or nonprofit corporation. A Virginia entity that registers in a state with a publication rule should confirm that state’s requirement separately.
Official Virginia resources
Fees, forms, and deadlines were reviewed in November 2026 and can change. This guide is
general information for attorneys, businesses, and nonprofit organizations. It is not legal,
tax, or accounting advice. Confirm the current requirement with the Virginia State Corporation Commission (SCC), Clerk’s Office or your
professional adviser before filing.