Virginia Nonprofit Formation: Frequently Asked Questions

What exactly am I forming?

A Virginia nonprofit is a nonstock corporation created under the Virginia Nonstock Corporation Act and filed with the State Corporation Commission (SCC) — Virginia's business regulator, which it uses instead of a Secretary of State. "Nonstock" means the corporation issues no shares and has no owners. It's governed by a board of directors and exists to serve a purpose rather than to earn profit for individuals.

Where do I file?

Almost everything runs through the Clerk's Information System (CIS) at cis.scc.virginia.gov — name searches, the Articles of Incorporation, annual registration, and later changes. Online filing is fastest; paper filings by mail take considerably longer.

What's the actual sequence?

1. Confirm your name is available and compliant in CIS.
2. Appoint a qualifying Virginia registered agent.
3. File the Articles of Incorporation for a nonstock corporation (with IRS purpose and dissolution language if you'll seek 501(c)(3)).
4. Hold the organizational board meeting, adopt bylaws and a conflict-of-interest policy, elect officers.
5. Get an EIN from the IRS.
6. Apply for 501(c)(3) status on Form 1023 or 1023-EZ.
7. Register with OCRP if you'll solicit donations, and keep up annual compliance.

Doesn't incorporating make us tax-exempt?

No — and this is the single most common misunderstanding. Incorporating with the SCC makes you a nonprofit under Virginia law. Being tax-exempt is a separate federal determination the IRS makes after you apply. You can be a validly formed Virginia nonprofit and still owe federal income tax until the IRS recognizes your exemption. Plan for both steps.

What does 501(c)(3) actually give us?

A 501(c)(3) determination makes the organization exempt from federal income tax, makes donations tax-deductible for donors, and opens the door to most grants, which typically require exempt status. It's what turns "a Virginia nonprofit corporation" into "a charity donors and funders will support."

Are there other exempt categories besides 501(c)(3)?

Yes. 501(c)(3) covers charitable, educational, religious, and scientific organizations, but the tax code has other categories — for example 501(c)(4) social welfare organizations, 501(c)(6) business leagues, and 501(c)(7) social clubs. Most people starting a charity want 501(c)(3), but which category fits depends on your purpose and activities, which is a good conversation to have with a nonprofit advisor.

How many directors do we need?

Virginia requires the corporation to have a board of directors. For a future 501(c)(3), the practical standard is at least three directors who aren't related to one another, because the IRS looks for an independent board as evidence the organization serves a public interest rather than its founders.

Do we have to file bylaws with the state?

No. Virginia doesn't file your bylaws — they're an internal document adopted by the board. But every functioning nonprofit needs them, and the IRS reviews them (along with your conflict-of-interest policy) when you apply for exemption. Don't treat bylaws as optional just because the SCC never sees them.

Do we need voting members?

Not necessarily. Many Virginia nonprofits are non-membership organizations governed entirely by the board — simpler to run. Others have voting members with defined rights. Your Articles state which structure applies, and your bylaws spell out member rights if you have them.

How long does formation take?

Online SCC filings are typically processed the same day, so the corporation can exist within a day. But that's just the state step. Getting an EIN is same-day; IRS 501(c)(3) approval takes anywhere from a few weeks (Form 1023-EZ) to several months (full Form 1023).

What are the ongoing filings?

• SCC annual registration — filed each year through CIS, due by the last day of the corporation's anniversary month.
• Federal Form 990 series — an annual IRS information return (990, 990-EZ, or the 990-N e-Postcard, depending on size). Miss it three years running and the IRS automatically revokes exemption.
• OCRP charitable registration renewal — annual, if you solicit donations in Virginia.
• Registered agent maintenance — keep a valid Virginia agent on file at all times.

Where do the fees come in?

There are state fees to form and to file the annual registration, an IRS user fee for the 501(c)(3) application, and possibly an OCRP fee if you register to fundraise. The cost card on our costs page shows the current Virginia state amounts. What you pay us is separate from what the state charges, and we keep those transparent.

We filed bare-bones Articles and now the IRS is unhappy

This is the classic error. Virginia's basic nonstock form doesn't include the IRS-required purpose and dissolution language, so founders who file the default form and then apply for 501(c)(3) discover the omission and have to amend and refile the Articles. Add the IRS language when you first file.

We named a volunteer as registered agent

Virginia's agent rules are strict. A random Virginia resident can't serve — the agent must be a Virginia-resident officer or director, a member of the Virginia State Bar, or a commercial registered agent. Naming an ineligible agent doesn't satisfy the requirement.

We started fundraising before registering

Soliciting donations from the Virginia public generally requires OCRP registration first. Fundraising before registering can create real problems. Register before you solicit, not after.

We let the annual registration lapse

Missing the SCC annual registration risks a late fee and, eventually, administrative termination of the corporation. Because notices route through your registered agent, keeping the agent current is part of never missing the deadline.