2025 BOI rule update US entities are now exempt. Check if you still need to file →
Virginia CorporationForm a Corporation or S-Corp in Virginia for $0 service fee plus the $75 state fee. Articles, bylaws, 10M authorized shares, founder stock with vesting, EIN, BOI included.
Start filing →
Home/States/Form a Corporation in Virginia
Virginia Corporation Formation, 2026
Incorporating live in Virginia · C-Corp & S-Corp supported

How to form a corporation in Virginia for $0 service fee.

Virginia state filing fee is $75. Standard processing 2 to 3 business days. We file Articles of Incorporation with the Virginia State Corporation Commission, issue 10M authorized shares (QSBS-eligible), prepare Virginia corporate bylaws, issue founder common stock with vesting and 83(b) templates, obtain your EIN, and file your BOI report.

Start your Virginia Corporation Is a corp right for me
$0 service fee QSBS preserved 60-day money-back
CERTIFICATE OF INCORPORATION
Virginia C-Corporation
Authorized shares10,000,000
Par value$0.0001
State fee$75
Processing2 to 3 business days
VA
SEAL
2026
$75
Virginia incorporation fee
10M
Authorized shares (standard)
QSBS
Capital gains exclusion
$0
Our service fee
$0
Service fee
we file it free
$75
Virginia state fee
passed through at cost
5-7 biz days
Processing
state office turnaround
C-Corp + S-Corp
Both supported
with S-Corp election
SOC 2 Type II · 2025 report 4.9 · 8,200+ reviews E&O Insured · carrier on request 51 Jurisdictions 220,000+ Formed
See disclosures + carrier names →
Bylaws + minutesVirginia-specific corporate governance ready
Founder stock + 83(b)Vesting agreement, 83(b) template included
Cap table toolFree under 50 stakeholders, SAFE-ready
Is a Virginia corporation right for you

When the corporation structure fits.

FORM A CORPORATION IN VIRGINIA IF
  • You plan to raise venture capital (institutional investors require C-Corp)
  • You want to issue stock options to employees (ISOs)
  • You want QSBS eligibility for capital gains tax exclusion
  • You expect significant retained earnings (C-Corp can retain at 21% federal rate)
  • You want clear separation between operators and shareholders
FORM AN LLC INSTEAD IF
  • You are a solo operator or small business not raising outside capital
  • You want pass-through taxation with no corporate formalities
  • You prefer minimal annual compliance burden
  • You will own real estate (LLCs are standard for property holding)
  • You want simpler ownership transfer without share certificates
The Virginia business environment

Why Virginia for your corporation.

#1 in data centers (Loudoun County hosts 70% of world's internet traffic). Major federal contracting cluster in Northern VA. Amazon HQ2 in Arlington. State income tax 2-5.75%.

State GDP$640BTotal state output
Population8.7MCensus estimate
Small businesses~810,000Per SBA
Notable#1 in data centers (Loudoun County)Economic distinction
Top industries in Virginia
Federal contracting (Northern VA)Data centers (Loudoun County)Defense (Pentagon, Norfolk Naval)HealthcareAgriculture
Top cities

Where Virginia corporations are headquartered.

Virginia Beach
Largest city. Tourism, military, port logistics.
Norfolk
Naval Station Norfolk (largest US naval base), port logistics, healthcare.
Chesapeake
Manufacturing, growing residential.
Richmond
State capital. Government, finance (Federal Reserve Bank), healthcare.
Arlington
Federal government (Pentagon, Amazon HQ2), tech.
Alexandria
Federal contractors, tech, defense.
Ready to incorporate in Virginia?5 minutes. $0 service. $75 state fee at cost. C-Corp default with 10M authorized shares.
Start your Virginia Corp →Pay only state fee
What is included on Starter

Free with your Virginia corporation LLC formation.

Starter is genuinely $0. We pass through the $state Virginia corporation state fee at cost. Everything below is included free.

  • Articles filed with the Virginia corporation Secretary of State, our service fee $0
  • IRS EIN application (Form SS-4) filed for you
  • Virginia corporation-specific Operating Agreement or Bylaws template
  • Virginia corporation Registered Agent service: first year free, then $99/year
  • Basic Virginia corporation compliance calendar (annual report dates)
  • Document storage, 5 GB
Upgrade to Growth · $49/mo

Add the operating stack most Virginia corporation businesses need.

BOI filing + annual report filing + custom domain (1 free) + business email (3 mailboxes) + business phone line + brand kit (logo + 100 cards) + website builder + books + CRM + e-signature unlimited + document vault unlimited + audit trail + priority support. See full Growth features →

Or pay as you need

BOI filing $249 · S-Corp election $99 · Annual report filing $149 + state fee · Foreign qualification $149/state · Trademark $249/class + USPTO fee · Custom Operating Agreement $199 · Expedited state filing state fee + $50 service. Full add-on pricing →

Filing timeline

From form to filed in Virginia.

1
Day 0
Tell us about your businessEntity name, incorporators, share structure, founder allocations
2
Day 1
We file with VirginiaArticles submitted to the Virginia State Corporation Commission
3
Day 2-5
EIN + governance docsEIN issued. Bylaws, board minutes, founder stock prepared
4
Day 5-30
83(b) + cap table83(b) mailed (30-day deadline). Cap table populated. Ready to operate
Skip the Virginia paperwork.Articles, bylaws, founder stock, 83(b), EIN, BOI, all done end to end.
Start your Virginia Corp →Pay only state fee
Compare to alternatives

Virginia corp vs other formation states.

Delaware (default for VC-backed)$89+Required by most VCs. Foreign qualification in Virginia still needed.
Maryland$100Slow processing, similar federal economy
North Carolina$125Larger Research Triangle, $200 annual
West Virginia$100Smaller economy, lower fees
Virginia Corp$75Form here if you operate in Virginia.
Local resources

Virginia corporate resources.

Virginia Economic Development PartnershipState business support
Virginia SBDC NetworkStatewide centers
Northern Virginia ChamberNoVA chamber
Greater Richmond PartnershipRichmond EDC
60day promise

The File.Business Promise

If we miss a filing deadline on a service you pay us to manage, we pay the state penalty. If you change your mind in the first 60 days, we refund our service fee in full. Your data stays yours, always.

60-day money-back Penalty-free filings Cancel anytime QSBS preserved
FAQ

Virginia Corporation questions.

Should I form my Virginia corporation as a C-Corp or S-Corp?
Most Virginia corporations start as C-Corps (default federal tax treatment). S-Corp is a federal election (Form 2553) you file later, typically when net profit crosses $60-80k. For venture-backed startups, C-Corp is required: S-Corp cannot have institutional investors, non-US shareholders, or multiple share classes. We file the Virginia corporation; you can elect S-Corp anytime by filing Form 2553.
What is the difference between forming an LLC and a corporation in Virginia?
LLCs are simpler (no shares, fewer formalities, pass-through tax by default). Virginia corporations have shareholders, a board of directors, officers, bylaws, board minutes, and double taxation by default. Corporations are the standard structure for raising venture capital because investors require preferred stock, ESOPs, and other corporate-specific instruments LLCs cannot provide.
Do I need bylaws for my Virginia corporation?
Yes. Virginia corporations are governed internally by bylaws (board structure, officer roles, meeting requirements, voting rules) plus the Articles of Incorporation filed with the Virginia State Corporation Commission. We include Virginia-appropriate bylaws with every formation, along with initial board minutes and a corporate governance binder.
How many shares should my Virginia corporation authorize?
Standard for a new C-Corp: 10,000,000 authorized shares of common stock with a small percentage actually issued to founders. The 10M structure leaves room for an option pool (typically 10-20%) and future preferred stock issuances in financing rounds. We file the 10M authorized share structure by default; you can specify a different number.
What is QSBS and does my Virginia corporation qualify?
Qualified Small Business Stock (IRC Section 1202) lets shareholders exclude up to $10M (or 10x basis) of capital gains on qualifying C-Corp stock held more than 5 years. Virginia C-Corps qualify if they meet the active business test (80% of assets used in qualified trade) and the gross asset test (under $50M at issuance). We preserve QSBS eligibility from day one.
Do I need to issue founder stock with vesting?
Highly recommended. Virginia founder stock without vesting means a co-founder who leaves after 6 months keeps 100% of their shares. With standard 4-year/1-year-cliff vesting, the company can reclaim unvested shares. We issue founder stock with vesting and prepare Section 83(b) election forms (due to IRS within 30 days of issuance).
When should my Virginia corporation elect S-Corp status?
S-Corp election (IRS Form 2553) can save self-employment tax when net profit crosses ~$60-80k. Restrictions: 100 shareholders max, US individuals only (no entities, no non-resident aliens), single class of stock. If you plan to raise venture capital, stay C-Corp. Our service fee for filing Form 2553 is $99.

Start your Virginia Corporation in 5 minutes.

Tell us a few details. We file with the Virginia State Corporation Commission, prepare your bylaws, issue founder stock with vesting, file your 83(b) reminder, obtain your EIN, and file BOI.

Start your Virginia CorpTalk to a Virginia specialist
Pay only state fee QSBS preserved 60-day money-back

Related searches: form a corporation in Virginia · Virginia C-Corp · Virginian S-Corp · Virginia incorporation cost 2026 · how to incorporate in Virginia · Virginia Secretary of State corporation · Virginia corporate bylaws · Virginia QSBS · Delaware vs Virginia C-Corp

Built for real businesses

Corporations we have formed in Virginia.

Funded startup · Virginia
Funded startup · Virginia
C-Corp + 83(b)
C-Corp + 83(b)
S-Corp election
S-Corp election
$129/yr Compliance Annual Filings · penalty-free

On the $129/yr Compliance Annual Filings plan, we cover state late fees.

When you autofile your annual report through the $129/yr plan and we miss the deadline, we pay the state's late fee. The guarantee applies to that specific plan and the filings it includes. Other File.Business services are billed at the prices on this page.

See compliance plans →
File.Business is a private business filing and compliance service. We are not a government agency and are not affiliated with any Secretary of State office. You may file directly with the appropriate state agency. SOC 2 Type II audited. 220,000+ businesses formed since 2017.
$0 + state feeStart my business