Name That Company
The name chosen for a Virginia entity must be noticeably different from any other on file with the State Corporate Commission. The commission requires a corporation to include one of the following designators or its abbreviation: Company (Co.), Corporation (Corp.), Incorporated (Inc.) or Limited (Ltd.). In order to be distinguishable from other entities already registered, the core name of the company must be different. The core name is the name minus any punctuations or designators.
To check the availability and distinguishability of your company’s selected name, please visit the Corporate Commission website. If you are not ready to file your Articles of Incorporation, but would like to reserve a chosen business name, you may do so by filing form SCC631. This form will reserve the name for 120 days and can be renewed for an addition 120 days 45 days prior to the expiration date of the first application.
Once you have selected a name and determined its availability, you are ready to begin filing the appropriate paperwork to make you a legally recognized entity. The Articles of Incorporation form is filed with the Virginia State Corporate Commission, and includes the following:
- Corporation Name
- Corporate Address
- Number of Shares Authorized (annual registration and charter fees are based on number of shares authorized)
- Names of initial directors
- Name of a Registered Agent (May be an individual who resides in Virginia, and is either an initial director or a member of the Virginia state bar; or a company authorized to do business in Virginia).
The articles are filed online or by mail, and the fee is dependent on how many shares are authorized.
The state of Virginia also requires each corporation doing business in the state to complete an Annual Report. This report must be filed by the last day of the 12th month after incorporation, and can be done online.
Thoughts on Taxes
To be recognized as an S-Corp for tax purposes, Form 2553: Election by a Small Business Corporation must be signed by all shareholders and submitted to the IRS. This form must be submitted within two months and 15 days of the corporations first tax year.
You may also wish to obtain a Federal Employer Identification Number (EIN) through the IRS website. There is no fee to file.
Once your S-corp is set up, remember to get a business license in the city you are operating. Most cities pull data from newly-registered businesses in the state so they can track down who in their city should have a license. While you can wait for your city to come knocking if you are on a tight budget (and many will simply give you a deadline to get a license), some municipalities may not be so friendly about it.