How to Start a Nonprofit in Virginia
Starting a nonprofit in Virginia is straightforward. The state uses the term "nonstock corporation" for nonprofits, and the Virginia Code provides a clean, well-organized statute. Formation is fast (especially online), fees are reasonable, and ongoing compliance is manageable. This guide takes you through every step to get your mission-driven organization launched.
Why Virginia Is a Good State for Nonprofits
Virginia's nonprofit statute is clear and relatively permissive. The online filing system (Clerk's Information System) processes applications in just one business day. The state automatically recognizes your federal tax exemption once the IRS approves you, and there's no requirement to publish your incorporation notice in newspapers. The regulatory environment is professional and transparent.
Formation Process: Complete Step-by-Step
1. Check Name Availability and Understand Name Requirements
Your nonprofit's name must be distinguishable upon the records of the Virginia State Corporation Commission (SCC) from all other registered business entities.
How to check availability:
- Use the Clerk's Information System (CIS) name search tool at https://cis.scc.virginia.gov/
- Search is instant and free
- When checking, the SCC disregards certain articles and suffixes (like "the," "a," "an," "Inc.," "Corp.") and conjunctions ("and," "or")
Name requirements:
- Must not contain words implying a different business purpose than your actual mission
- Recommended: Include words like "Foundation," "Association," or "Institute" if possible to clarify your nonprofit status
Name reservation (optional):
- Reserve your name for 120 days for $10
- Renewable for another 120 days if you file within 45 days before expiration
- Helpful if you're not ready to file articles immediately
2. File Your Articles of Incorporation (Form SCC819)
This is your foundational legal document. Virginia's form is straightforward and can be filed online in minutes.
Form: SCC819 (Articles of Incorporation of a Virginia Nonstock Corporation) Available at: https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/start-a-new-business/business-types/scc819.pdf
Required content:
- Corporate name: Distinguishable from all registered entities (as verified above)
- Registered agent: Individual or business entity with a physical street address in Virginia (no P.O. boxes, except limited exception in towns under 2,000 population); available during business hours
- Registered office address: Complete physical street address in Virginia
- Principal office address: Location of main operations
- Incorporators: Names and addresses of at least one incorporator
- Initial directors: Names and addresses (minimum 3 recommended for IRS 501(c)(3) eligibility, though Virginia law technically permits 1)
- Purpose statement: Must align with IRS requirements and serve a public benefit
- Membership information: If applicable, indicate whether the organization has members
Critical for IRS 501(c)(3): Your Articles should include enhanced language beyond Virginia's minimum requirements:
- Charitable purpose clause explaining your tax-exempt purpose
- Dissolution clause requiring remaining assets to go to another qualified 501(c)(3) or public charity upon dissolution
- Statement that no private individual will benefit from the organization
Filing methods:
- Online (fastest): Through Clerk's Information System (CIS) at https://cis.scc.virginia.gov/ — 1 business day processing
- Paper mail (slower): Mail to Virginia State Corporation Commission, Office of the Clerk, 1100 Bank Street, Richmond, VA 23219 — 28 days processing
Fee: $75.00 (payable by check if mailing)
Processing time:
- Online: 1 business day
- Paper: 28 days
Once approved, you'll receive a Certificate of Incorporation.
3. Obtain Your Federal EIN
Your EIN is essential before you can open a nonprofit bank account or file for 501(c)(3) status.
How to apply:
- Online at IRS.gov (fastest)
- By phone: 1-800-829-4933
- By mail or fax using Form SS-4
Timeline: Instant for online applications.
Cost: Free.
4. Prepare and Adopt Bylaws
Bylaws are your internal governance manual. Virginia requires them to exist but does not require you to file them with the state.
What bylaws should address:
- Board meeting procedures (frequency, notice, quorum, voting)
- Member meetings (if applicable)
- Board composition (number of directors, elections, terms)
- Officer roles and election procedures
- Committee structure (if any)
- Conflict of interest policies (strongly recommended, though not statutorily mandated)
- Document retention and amendment procedures
Virginia specificity: Virginia is fairly permissive here. Statute doesn't mandate specific officer titles or a minimum number of officers. However, the IRS expects to see President, Secretary, and Treasurer.
Important: Bylaws stay internal and confidential. They do not file with the state.
5. Hold Your Organizational Meeting
Gather your initial board (at least three directors, ideally unrelated to each other) and formally:
- Adopt the bylaws
- Appoint officers and define their roles
- Designate your registered agent
- Document all actions in written meeting minutes
- Authorize opening a bank account
Meeting minutes are crucial evidence of proper governance for your 501(c)(3) application.
6. Designate Your Registered Agent
Every Virginia nonprofit must continuously maintain a registered agent—someone authorized to accept legal documents and official correspondence.
Requirements:
- Physical street address in Virginia (no P.O. boxes)
- Individual or business entity authorized to do business in Virginia
- Available during business hours
- Cannot be the corporation itself
If you use a commercial registered agent service: Typical cost is $50–$150/year.
Address becomes public record, so a commercial service is worthwhile if you value privacy.
Update requirement: If your registered agent changes, file Form SCC874 (Change of Registered Agent) with the SCC. Update must be made by the same deadline as your annual report.
7. Apply for Federal 501(c)(3) Tax-Exempt Status
Now you're ready to apply to the IRS.
Forms:
- Form 1023 (full application, recommended for most nonprofits)
- Form 1023-EZ (simplified version, if you qualify)
Required materials:
- Copy of your Articles of Incorporation
- Copy of your bylaws
- Conflict of interest policy or statement
- Financial projections
- Detailed description of your programs and activities
Processing: Typically 2–4 months.
Cost: Form 1023 has a $275 filing fee; 1023-EZ has a $175 fee. Some smaller organizations qualify for fee waivers.
Virginia Governance Requirements
Board of Directors
Virginia law is flexible on board size:
- State requirement: Minimum 1 director (as specified in bylaws or articles)
- IRS requirement: Minimum 3 directors for 501(c)(3) recognition
- Best practice: 3–7 directors for most organizations
- Residency: Directors do not need to live in Virginia
- Compensation: Permitted if authorized by bylaws
Officers
Virginia law doesn't mandate specific officer titles. However, best practice for 501(c)(3) organizations includes:
- President (or CEO)
- Secretary
- Treasurer (or CFO)
- Vice President (optional)
Important: Officers do not need to be members of the board.
Meetings
- Frequency: No state-mandated minimum; specify in bylaws
- Notice: For special meetings, at least 7 days' notice is standard; for regular meetings, follows bylaws
- Remote participation: Permitted per Virginia Code § 13.1-844.2
- Quorum: Usually majority of directors; specify in bylaws
- Action without meeting: Permitted by written consent if all directors agree
Tax Exemption in Virginia
State Income Tax
The good news: Organizations exempt from federal income tax under IRC § 501(c)(3) are automatically exempt from Virginia corporate income tax. No separate state application is required.
What you must do: Provide the Virginia Department of Revenue with a copy of your federal Form 990, 990-EZ, or 990-PF annually.
If you don't file Form 990: Provide the state with:
- Names and addresses of two board members
- Location of your financial records
Failure to provide this information means you're considered subject to Virginia state tax.
Sales Tax Exemption
Virginia offers sales tax exemption for qualifying nonprofits, but with conditions.
Eligibility:
- Must be exempt from federal income tax under § 501(c)(3), § 501(c)(4), or § 501(c)(19)
- Annual administrative costs (salaries, fundraising, overhead) must not exceed 40% of gross annual revenue
- Exemption applies only to tangible personal property and taxable services purchased by the organization
How to apply:
- File online through the Nonprofit Online portal at https://www.tax.virginia.gov/nonprofit-exemption-faqs
- No fee; certificate is printed upon approval
Important: When your gross annual revenue exceeds $750,000 (per IRS Form 990), you must undergo a financial statement review by an independent CPA to verify administrative costs remain under 40%.
Renewal: Sales tax exemption must be renewed; expiration dates are tracked in the online portal.
Property Tax Exemption
Property tax exemptions in Virginia are not automatic. Each locality (county, city, town) decides whether to grant exemptions.
Eligibility:
- Property must be owned by your nonprofit
- Property must be used exclusively for religious, charitable, patriotic, historical, benevolent, cultural, or public park/playground purposes
- Property use must match your exempt mission
How to apply:
- Contact your local county or city assessor's office
- Some localities require a public hearing and published notice before approval
- Requirements vary significantly by jurisdiction
Service charge: Even when exempt from property tax, localities may impose a "service charge" not exceeding 20% of the tax rate.
Annual Compliance and Ongoing Filings
Annual Report
Virginia requires all nonprofits to file an annual report—this is mandatory and cannot be skipped.
What: Annual report with Virginia State Corporation Commission When: Due on the last day of the month in which you incorporated (your incorporation anniversary) Example: If you incorporated September 15, your annual report is due by September 30 every year thereafter Fee: $0 for the report, plus $25 annual registration fee (separate payment) Filing method: Online through CIS at https://cis.scc.virginia.gov/ or paper mail Content:
- Organization's principal office address
- Registered agent name and current address
- Registered office address
- Officers' names and titles
- Directors' names and addresses
- Any changes since the last report
Failure to file: Results in delinquent status and potential administrative dissolution.
Form 990 Submission to Virginia
Requirement: All nonprofits exempt from federal income tax must submit a copy of their federal Form 990, 990-EZ, or 990-PF annually to the Virginia Department of Revenue.
Deadline: 15th day of the 5th month after your fiscal year ends (May 15 for calendar-year organizations)
Submission methods:
- Online through Virginia Department of Revenue portal
- Paper mail to: Virginia Tax, Nonprofit Exemption Unit, P.O. Box 715, Richmond, VA 23218-0715
If you don't file Form 990: Submit:
- Names and addresses of two board members
- Location of financial records
Charitable Solicitation Registration (If You Fundraise)
If you solicit contributions, you must register with the Virginia Department of Agriculture and Consumer Services (OCRP).
What is "solicitation": Any request for contributions to your organization
Exemptions (no registration required):
- Religious organizations
- Accredited educational institutions
- Organizations receiving under $5,000 in contributions annually
- Organizations soliciting only from members
- Civic organizations as defined by statute
Initial registration:
- Form: Form 102 (Registration Statement for Charitable Organization)
- Timeline: Register BEFORE you begin soliciting
- Fee: $100.00 for new organizations
- Regulatory agency: Virginia Department of Agriculture and Consumer Services, Office of Charitable and Regulatory Programs (OCRP), 804-786-2042
Annual renewal:
- Form: Renewal application with updated financial information
- Deadline: 4.5 months before the end of your fiscal year
- Fee scale (based on prior-year contributions):
- No contributions: $30
- $1–$5,000: $40
- $5,001–$25,000: $60
- $25,001–$100,000: $100
- $100,001–$500,000: $200
- $500,001+: $325
Required documentation:
- Financial statements or Form 990
- Solicitation materials (brochures, letters, ads)
- Financial accountability statement
- Any fundraising consultant contracts
Penalties for non-compliance: Civil penalties and injunctions possible if you fundraise without registration.
Key Compliance Deadlines
| When | What | Who | Fee | Notes | |------|------|-----|-----|-------| | Upon filing | Articles of Incorporation | Virginia SCC | $75 | 1 day if online; 28 days if mail | | Incorporation anniversary (last day of month) | Annual Report | Virginia SCC | $0 + $25 registration fee | Mandatory for all nonprofits | | Incorporation anniversary (last day of month) | Form 990 (copy) | Virginia DOR | $0 | Or basic information if exempt from 990 | | Before first solicitation | Charitable Solicitation Registration | OCRP | $100 | Required if fundraising | | 4.5 months before fiscal year end | Charitable Solicitation Renewal | OCRP | $30–$325 | Sliding scale based on revenue | | Within 45 days of change | Registered Agent Update | Virginia SCC | Form SCC874 | If agent changes |
Important Considerations
The Virginia-IRS Board Member Gap
Virginia law permits a single director. The IRS requires three. Plan to have three unrelated directors from the start to ensure 501(c)(3) eligibility.
Sales Tax Exemption Has Conditions
The 40% administrative cost cap means some nonprofits (especially those with high overhead) may not qualify. If you're above that threshold, sales tax exemption won't work for you.
Charitable Solicitation Is Mandatory Before Fundraising
Don't assume you can start fundraising and register later. Registration must occur BEFORE your first solicitation. The law is clear: "PRIOR to any solicitation activity."
Annual Report Is Non-Negotiable
Virginia requires all corporations (stock and nonstock) to file annually. This is not optional and cannot be waived. Set a calendar reminder for your incorporation anniversary.
Registered Agent Must Be In-State
Unlike some states that accept out-of-state agents, Virginia requires your agent to have a physical address in Virginia. If you're not based in Virginia, you'll need a commercial registered agent service or a Virginia-based board member.
Your Next Steps
- Check name availability in the CIS system.
- Identify your initial board (at least three unrelated directors).
- Prepare your Articles of Incorporation (Form SCC819) with enhanced IRS language.
- File online through CIS for fastest processing (1 business day).
- Obtain your EIN from the IRS.
- Draft bylaws covering governance, meetings, and conflict of interest.
- Hold organizational meeting and document in minutes.
- File Form 1023 with the IRS for 501(c)(3) status.
- Register for charitable solicitation if you'll fundraise.
- Mark your calendar for annual report due date.
Get Expert Help
If you'd like personalized guidance, consider our Nonprofit Startup Navigator service. We handle the details and ensure compliance. Or book a brief Advisory Call to discuss your specific situation.
For hands-on guidance through Virginia nonprofit formation, the Nonprofit Startup Navigator provides step-by-step support from incorporation through 501(c)(3) determination.
Ready to dig deeper? Visit our nonprofit formation hub for guides to all 50 states, or read our how to start a 501(c)(3) nonprofit guide.