Articles of Incorporation for Virginia

ARTICLES OF INCORPORATION
OF
_____________________

A _____________________ CORPORATION




ARTICLE 1
Name

The exact name of the corporation is _____________.


ARTICLE 2
Corporate Address


ARTICLE 3
Purpose

This corporation is organized for the purposes of transacting any and all lawful business for which corporations may be incorporated under state law

ARTICLE 4
Registered Agent

  1. The name of the initial registered agent is _____________.

ARTICLE 5
Duration



Instructions for Your Articles of Incorporation



The articles of incorporation sets forth certain basic information about your new for-profit business as required by your state. The following are some helpful guidelines as you complete this important document bringing your business into existence.

Corporation Name

Enter the exact proposed corporate name. Include exact spelling, punctuation, and an appropriate entity identifier such as "corporation" or "incorporated." The corporation name generally must contain the word "corporation" or "incorporated," or the abbreviation of one of those words.

In most states, you may search online to determine if your desired corporation name is available. It is helpful to conduct a search for your new for-profit corporation's proposed business name. This ensures that your corporation name is unique and will not be confused with other similarly-named businesses.

Corporate Address

For the corporate address, enter the address of the corporation's office. This is generally within the state of incorporation. Do not use a post-office box (P.O. Box) address.

Corporation's Mailing Address

If the corporation's initial and physical address is not where the corporation wants to receive mail, select "Yes" to add a different mailing address. Enter the desired mailing address for the corporation where prompted. This may be a P.O. Box address.

Purpose

The purpose describes the activities that the corporation will conduct at the time of the initial filing. The corporation's purpose and activities may change at a later date. However, an initial description must be provided.

The purpose description may be extremely broad and general. The default general purpose description is that a corporation may conduct any lawful activities. Select "No" when prompted to indicate a specific purpose to establish the corporate purpose as any lawful activities.

If the corporation wants to specify the corporation's purpose, select "Yes" when prompted to indicate a specific purpose. For example, a corporation that creates and hosts websites may have a specific purpose such as "To register domains and create, design, host, and maintain commercial websites for customers." The document will still retain the general language that the corporation may engage in any lawful activities. This ensures that the company does not unnecessarily limit its activities and options in the future.

Duration

One of the best features of a corporation is its ability to exist in perpetuity. Theoretically, a corporation may remain in existence forever. Since most corporations do not have an end date in mind when the corporation is established, most corporations select its duration to be "Perpetual."

If for any reason your corporation is established for a fixed duration, select the "Limited, ending on a fixed date" or "Limited, ending in a number of years" option to specify when the corporation will cease to exist.

Registered Agent: Name, Address, and Consent

A registered agent is also known as a "statutory agent." This may be an individual or a business entity residing within the corporation's registered state. The registered agent is statutorily responsible for ensuring reliable communication between the state and the corporation by receiving and forwarding service of process such as lawsuits, legal documents, notices, or demands on to the corporation. It is important to note that a corporation may appoint a director or officer of the corporation as its registered agent, but the corporation itself may not act as its own registered agent.

It is mandatory that every corporation provide the registered agent's full name. If the registered agent is a business entity, you should include the entity designation of the business such as "Inc." or "Co."

It is also mandatory that every corporation provide the address where the registered agent is required to receive the corporation's legal correspondence. As this address is generally public information maintained by the state and available to the public, for confidentiality purposes, the corporation and registered agent may consider using a business entity's physical address rather than a residential or private address of an individual affiliated with the corporation. LegalNature provides the registered agent with the option to use the corporation's physical address, the corporation's mailing address, or any other address where the registered agent is willing and able to receive mail for the corporation.

To ensure that the registered agent understands his or her responsibilities and to confirm this understanding to the state, the corporation may include a Consent of Registered Agent form for the registered agent to execute. The form states that the registered agent agrees to become a registered agent for the corporation, to receive service of process and forward such correspondence to the corporation, and to update the state should the registered agent resign or be replaced. Select "Yes" to the question "Include Statement of Registered Agent's Consent" to include this form for your registered agent to sign.

Email Address (Optional)

As states move forward to update their procedures and systems to accommodate new forms of communication such as electronic mail, it may be useful to include your corporation's email address as an optional communication channel. As states maintain their documents and contact addresses differently, some of which may be or become public information, the corporation may consider using a business email address instead of the personal email address of an individual affiliated with the corporation for privacy purposes.

Authorized Capital

Corporations are owned by their shareholders and each share is a unit of ownership in the corporation. Shares with the same rights, privileges, limitations, and restrictions are in the same class of shares.

Shares may be assigned a par value or have no par value. Par value is a nominal value of the original cost of a share. For example, corporations commonly assign "$0.01" or "$0.001" as par value for their shares.

For the purposes of satisfying state law, every for-profit corporation must decide the number of share classes, the shares within each class, and the par value, if any, of each share per share class that the corporation will be authorized to issue. The authorized share number is the maximum number of shares that a corporation is legally permitted to issue, although the corporation does not have to actually issue any of the shares it is authorized to issue. The authorized share number cannot be zero and may be increased at a later date by amending the articles of incorporation.

Most for-profit corporations initially establish only one class of shares. This basic one-share class structure is easy to establish and meets most corporations' initial demands. States only require information on the number and par value, if any, of the shares authorized.

If your corporation has more than one share class, then for each share class enter the share class name; the number of shares authorized for issuance within the share class; the par value for a share within the share class; and the rights, preferences, privileges, and restrictions to the share class. A popular multi-share class structure is to establish two classes: a common stock class and a preferred stock class. In addition to the different class names, the preferred stock class may have different rights, preferences, privileges, and restrictions. For example, your preferred stock class may have guaranteed dividend distribution right when common stock class does not have any dividend distribution right. Be concise and enter as much of these distinguishing rights, preferences, privileges, and limitations for each share class as needed to differentiate the classes.

Number of Directors

Here you enter the initial number of directors. This number may be changed in the corporate bylaws. This is an optional requirement in most states except for Maryland.

Initial Directors

Here you will give the name and address of each initial director. As with the registered agent's address, which may be or become public information, the directors may consider using a business address rather than a residential or private address for privacy purposes. Do not provide social security numbers, dates of birth, or other private identification information.

Director and Officer Liability

One of the main reasons business owners choose to form a for-profit corporation is to receive liability protection. Directors and officers of a corporation typically are not personally liable for monetary damage, even if their corporate decisions, acts, or omissions turn out to be bad business decisions in hindsight. The rationale is generally to encourage corporate directors and officers to take action and make business judgments to the best of their ability and without fear of personal liability at a later date. If the corporation elects to allow such liability protection for its directors and officers, select "Yes, without restrictions" to provide the maximum personal liability protection allowable by law.

Corporations may elect to change the typical liability protection for its directors and officers and may do so in their articles of incorporation. To write in your own liability protection restrictions for the directors and officers, select "Yes, with restrictions" and enter your restrictions in complete sentences. For example, you may specify "Officers are liable for damages resulting from failure to disclose any potential conflict of interest."

To eliminate all personal liability protection for corporate directors and officers, select "No" to the question of "Limited Director and Officer Liability."

Additional Articles

Add any additional terms that have not already been addressed in your articles of incorporation. Use complete sentences and remember, your articles of incorporation do not need to be long or complicated as long as they satisfy state requirements.

Incorporators

An incorporator is a person, or business entity if permitted in your state, that prepares, files, and verifies the truth and accuracy of the articles of incorporation, and signs the articles of incorporation. In essence, the incorporator sets up the corporation by creating its formation documents with the state.

List each and every incorporator with their full name and address. As the incorporator's address may be or become public information, the incorporators may consider using a business address rather than a residential or private address to protect their privacy. Every listed incorporator must sign the articles of incorporation.

Next Steps

  • Create Corporate Bylaws
    • Corporate bylaws are a set of rules and procedures used to determine how a corporation will be run. They are internal documents that facilitate the smooth operation of your new for-profit corporation. Bylaws do not need to be filed with the state but are fundamental to a corporation and should be one of the first documents created by a corporation. LegalNature is prepared with corporate bylaws for your corporation that may be easily created and immediately adopted for your corporation's use.
  • Create a Shareholders' Agreement
    • For statutorily closed corporations that elect to eliminate the board of directors, the corporation and all shareholders should adopt a shareholders' agreement to ensure that all shareholders are treated fairly and are aware of each other's management authority as well as rights, duties, and responsibilities toward the corporation and toward each other.
  • Hold the First Board of Directors' or Shareholders' Meeting
    • The first board of directors' or shareholders' meeting is where fundamental decisions about the corporation is made. For example, this is where the bylaws may be adopted, officers may be appointed, tax selection of the corporation may be approved, directions may be given to directors or officers, and authority to open bank accounts, enter into contracts, or incur other expenses may be approved.
    • Prior to the meeting, a notice of meeting should be sent to relevant parties.
    • If no notice for the meeting was given, the waiver of notice should be executed at the meeting. This form may be found at LegalNature.com.
    • The meeting details should be documented by a party designated as the meeting secretary in the meeting minutes.
    • Any corporate resolutions passed at the first meeting should be recorded in a corporate resolution form.
    • If a resolution to issue stock was passed at the first meeting, use LegalNature's stock certificate to issue the stocks and LegalNature's stock transfer ledger to record the transactions for corporate records.
  • Set Up a Corporate Records Book to Store and Maintain Corporate Documents
    • Corporate documents that belong in the corporate records book include, but are not limited to, the documents below, all of which may be provided to you by LegalNature.
      • This articles of incorporation
      • Corporate bylaws
      • Meeting minutes
      • Corporate resolutions
      • Notice of meeting
      • Waiver of meeting
      • Shareholders' agreement
      • Stock certificate
      • Stock transfer ledger
  • Comply with Local, State, and Federal Regulations
    • Your corporation's business and purpose may require business licenses from your city, county, or state. For example, hair salons generally require city or state permits. Consult your local government's business bureaus to confirm whether you need a license or permit for your business and how to obtain them if necessary.
    • Satisfy State Reporting and Tax Requirements
      • Corporations are subject to state tax. For some states, the tax rate is based upon the entity designation. For others, the tax rate may be based on the number of shares authorized for the corporation or the income derived from the corporation. For example, a California corporation is taxed at a minimum tax rate regardless of the corporation's profitability, plus additional taxes if the corporation reaches certain income thresholds. Consult your state agency to satisfy your state's tax requirements accurately and in a timely manner.
      • Certain states also require reporting on a regular basis, such as annual or biennial reports. This requires a corporation to update the state on any changes in the corporation, and sometimes requires the corporation to disclose certain information regarding the corporation's operations in the past year. For example, in Illinois, the corporation must file an Annual Report that includes questions about the corporation's assets and share distribution. In California, on the other hand, a corporation merely has to file a Statement of Information requiring the corporation to update the state with basic corporate contact information and director information if it differs from the previous year. Consult your state agency to satisfy the state's reporting and filing requirements.
    • Apply for a federal employer identification number (EIN) with the Internal Revenue Service (IRS). This is also known as your corporation's Federal Tax Identification Number and is used to identify a business entity for tax and hiring purposes.
    • Optional S Corporation Election with the IRS
      • Corporations are automatically classified as C corporations for tax purposes. This is the standard corporate tax treatment where the corporation is recognized as a separate taxpaying entity from the shareholders. Under this tax structure, a C corporation conducts business, realizes net income or loss, and pays taxes on that net profit. If the C corporation distributes any net profit to its shareholders in the form of dividends, the shareholders are taxed again on their individual income, separate from the corporation's tax obligations. The net profits of the corporation is taxed twice.
      • A corporation may choose to opt out of the standard C corporation tax treatment and elect the S corporation tax treatment to avoid being taxed twice if it is a qualifying corporation. An S corporation may pass its income, losses, deductions, and credits directly to the shareholders for federal tax purposes.
      • To qualify for S corporation status and tax treatment, the corporation must be a domestic corporation; have shareholders who are not partnerships, corporations, or non-resident aliens; have fewer than 100 shareholders in the company; have only one class of stock; and must not be an ineligible corporation (such as certain financial institutions, insurance companies, and domestic international sales corporations).
      • If your corporation qualifies for S corporation tax status, file IRS's Form 2553 Election by a Small Business Corporation within two months and 15 days after the corporation's first tax year.
Please note that the language you see here changes depending on your answers to the document questionnaire.
Business Business Formation

Articles of Incorporation

Every state requires you to file articles of incorporation in order to create a for-profit corporation. This important document registers your company's name and intent to conduct business within the state as a domestic corporation. After you receive approval from the state, your new business will officially be ready to hold its first board meeting and begin operations.

LegalNature provides step-by-step instructions to help you complete the form and explanations of key components of the document, including your corporate name, purpose, duration, director information, registered agent information, share structure, and much more. If permitted in your state, you will also have the option to form a statutory close corporation.

Get started now with LegalNature to simply and easily form your corporation!

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user guide icon Help Guide

This guide provides an explanation of the key terms and considerations when creating your articles of incorporation. Here we elaborate on the step-by-step guidance we provide you when answering our document questionnaire.

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checklist icon Checklist

Review the basic steps you will need to follow before and after completing your articles of incorporation. This includes gathering information, signing and filing your agreement with the state, storing your articles and other important corporate records, completing related documents, and more.

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