Form Your Virginia C Corporation

The Virginia state filing fee for Articles of Incorporation is $75, which includes the charter fee tied to your authorized shares. Ongoing, you'll file an annual report (no fee) and pay an annual registration fee starting at $100 per year that scales with authorized shares.

Filing online through the Virginia State Corporation Commission's Clerk's Information System (CIS) is immediate, with same- or next-business-day processing in most cases.

A C Corporation is the structure venture capitalists and institutional investors require. It lets you issue stock and equity, maintain a clean cap table, raise priced rounds and SAFEs, and offers perpetual existence with a board of directors and corporate bylaws — all things investors expect before they write a check.

C Corporations pay a flat 21% federal corporate income tax on profits, plus Virginia's 6% state corporate income tax. Because dividends are taxed again at the shareholder level, C Corps face what's known as 'double taxation' — though much of the gain is often retained or reinvested. Virginia charges no franchise tax for standard entities, and the state sales tax is 4.3%.

An 83(b) election tells the IRS you want to be taxed on your restricted stock at the time of grant rather than as it vests. Founders and employees receiving restricted stock must file it with the IRS within 30 days of receiving the stock — the deadline is strict and cannot be extended.

Possibly. Stock in a qualifying C Corporation may be treated as Qualified Small Business Stock (QSBS) under Section 1202, which can offer significant federal capital gains benefits to early shareholders. QSBS rules changed in 2025, so the specific thresholds and holding periods should be confirmed with a tax advisor — but the benefits may apply to your shares.

Under FinCEN's March 2025 interim final rule, US domestic entities and US persons are exempt from Beneficial Ownership Information (BOI) reporting. Only entities formed outside the US that register to do business in a US state still file. A standard Virginia-formed C Corporation owned by US persons does not file a BOI report.

The Virginia State Corporation Commission (SCC) is the filing agency. You submit your Articles of Incorporation and pay all ongoing fees through its Clerk's Information System (CIS).