Learn How to Form a Virginia Nonprofit Corporation

Navigate the process of forming a non-profit corporation in Virginia with confidence; our comprehensive guide outlines the essential steps and resources to ensure your mission-driven organization thrives and serves its purpose effectively.

While we don’t support nonprofit corporation formations at this time, we can create your Virginia corporation. Corp formation starts at $0 + state fees and only takes 5-10 minutes

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In this article, we’ll show you the steps to form a Virginia nonprofit corporation and how to apply for tax-exempt status.

Step 1: Select initial directors

The first step is to choose the directors for the corporation. These directors will help with the formation of the nonprofit and make decisions about it along the way. They don’t need to live in Virginia, but you should select three unrelated individuals as suggested by the IRS.

Step 2: Choose a name

The name you choose should be something that relates to the issues that your nonprofit will focus its efforts on. Search the Virginia State Corporation Commission to make sure there are no other nonprofits that have the name you want or something too similar.

When you find a name you want that’s available, you can reserve it with the state for 120 days.

Step 3: Choose a Virginia registered agent

A registered agent is a person who receives documents from the Secretary of State and any sort of legal service, such as subpoenas. They must have a physical address in the state of Virginia and be available during standard business hours.

If you choose to be your own registered agent, you’ll need to abide by the rules stated above. However, this isn’t always feasible, especially when you’re in the beginning stages of forming your nonprofit. To solve this, you can hire a registered agent service to fill this role for you.

ZenBusiness helps make this easier by offering a registered agent service through our state partners. They’ll accept documents on behalf of your nonprofit and then upload them to your dashboard.

Step 4: File Articles of Incorporation with Virginia

The Articles of Incorporation, once approved, are official documents that prove your nonprofit exists. It shows where and when the corporation was formed.

An Articles of Incorporation template can be obtained from the Virginia State Corporation Commission website. You should customize the articles for your type of nonprofit to ensure they meet the requirements of the IRS and the state of Virginia. You can file online or via mail.

Step 5: Create your Virginia nonprofit corporation’s bylaws

Your corporation will need bylaws that dictate how your nonprofit will operate and what steps to take in the event of issues or conflicts. Common information includes:

  • How your corporation is run
  • Electing directors and officers and how long they serve
  • The resignation process

The bylaws are usually agreed upon by the board of directors, and you’ll vote on them at your organizational meeting. The state will request a copy once completed.

Step 6: Hold an organizational meeting for the board of directors

At the first meeting, you’ll vote to approve the bylaws and create a conflict of interest policy. You’ll set up your accounting and tax year and approve the opening of a corporate bank account. It’s a good idea to designate someone to record the minutes of the meetings.

Step 7: Set up a corporate records binder or other means of keeping records

Your nonprofit will have a lot of important documents that need to be kept on hand. They’ll serve as proof of the existence of the nonprofit. You’ll need a way to keep these records organized, safe, and easy to access. Consider getting a records binder. You can also use a software program that allows you to organize documents online in the cloud, so they can be accessed from anywhere.

Step 8: Get tax ID numbers

You’ll need an employer identification number (EIN) to open a bank account, file your taxes, or hire employees. They’re issued by the IRS, and If you want to avoid the hassle of more paperwork, you can use our EIN service.

Step 9: Apply for all Virginia licenses and permits

There may be other licenses and permits you need to obtain from the state to operate legally. These depend on the type of Virginia nonprofit corporation you have and your location. You can do a search on the U.S. Small Business Administration website to find which licenses and permits are required for your corporation.

To remove the stress, use ZenBusiness’s business license report to get a full list of all licenses and permits that your nonprofit needs to run legally.

Step 10: Apply for tax-exempt status

To apply for tax-exempt status, known as 501(c)(3), you’ll need to fill out form 1023. There’s a long version and a short one. Read about both to see which one is best for your nonprofit. Once your application has been approved, you’ll be sent a letter of determination.

Once you’re approved by the IRS, you’re automatically exempt from Virginia income tax. You need to apply for an exemption from the Virginia sales and use tax by accessing their website.

Step 11: Register as a charity with the state

Once the IRS approves your tax-exempt status, you should register as a charity with the state, using the form that applies to your nonprofit type. If you plan on doing any fund-raising, you will need to fill out extra applications. To find out what forms you need, head to the Nonprofit Organizations page of Virginia’s Tax website.

Virginia Secretary of State Contact Information

Mailing Address:
P.O. Box 1197
Richmond, Virginia 23218
Physical Address:
1300 E. Main St.
Richmond, Virginia 23219

Step 12: Get Vermont business insurance

If you employ more than two full or part-time employees, you’re required to have worker’s compensation insurance. You’ll also need unemployment insurance, and depending on the type of nonprofit you run, there may be other insurances you need. You should find a professional insurance agent who can help you choose the best policies.

Step 13: Open a bank account

Once your corporation has been created, you’ll want to open a bank account. If you’ve chosen a treasurer, they can handle this part. You’ll need your EIN and Articles of Incorporation on hand and any other information required by the bank you choose.

Ready to kickstart your business?

At ZenBusiness, we are proud to support small businesses through a variety of different tools and services. Whether you need a registered agent service or are looking to register a domain, our goal is to help you stay on the road to success. Check out our services, and contact us today to see how we can help you grow your company.

Virginia Nonprofit Corporation FAQs

  • Yes. If the founder is working as an employee, they can be paid a reasonable salary.

  • Nonprofits can make money; they simply must reinvest it into the nonprofit.

  • There are many kinds of businesses that qualify as nonprofit, specifically those that’s purpose is to help animal welfare, education, literary, scientific, or religious needs.

  • Yes, nonprofits can sell products to help raise money for operating costs and programs.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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