How To Start A Nonprofit In Virginia

To incorporate a Virginia nonprofit, you must complete and file nonprofit articles of incorporation with the Virginia State Corporation Commission (SCC). See the document below and click on any number to see what information is required in the corresponding section.

Note, however, that Virginia’s form requires only the minimal provisions necessary to form a Virginia nonprofit corporation. If your nonprofit intends to seek 501(c)(3) tax-exempt status from the IRS, you will need to include additional language and provisions required by the IRS. Learn more at Northwest’s Guide to 501(c)(3) Tax-Exempt Status.

How Much Does It Cost to Incorporate a Virginia Nonprofit?

Virginia charges $75 to file nonprofit articles of incorporation. If filing online, there’s also a service fee of around 2.5%.

How Long Does It Take to Start a Virginia Nonprofit?

Virginia may take 28 days to process nonprofit articles of incorporation filed by mail, but the state usually processes online filings within 1 business day.

Does a Virginia Nonprofit Need a Registered Agent?

Yes, you’re required to appoint a Virginia registered agent for your nonprofit to receive service of process (legal notices) on its behalf. You can do the job yourself, appoint a willing friend or associate, or hire a business that offers registered agent services (like Northwest). If you decide to take on the job yourself, make sure you’re willing to list your Virginia residential or office street address on your nonprofit’s articles of incorporation—a document that goes into the public record. You’ll also need to be available at this Virginia address during normal business hours to receive service of process (legal notices) on behalf of your nonprofit.

When you hire Northwest, you can list our Virginia street address on your articles of incorporation, and you can leave the endless waiting to us. This helps protect your privacy, of course, but it also frees you up to manage and grow your nonprofit on your own terms.

Every nonprofit corporation needs a federal employer identification number (a FEIN or EIN) to open a bank account, apply for federal tax-exempt status, and otherwise navigate its dealings with vendors and potential donors. Once the state approves your Virginia nonprofits articles of incorporation, you can apply for an EIN at the IRS website, by fax, or by mail. Or you can add our convenient EIN service, for an additional $50 fee, when you hire Northwest.

Virginia requires your nonprofit to write and approve bylaws, but you would need bylaws even if they weren’t required. Bylaws are, after all, the place where your nonprofit spells out its internal rules, and it would be tough to make critical collective decisions without them. Who are your board members? How long will their positions last? How will directors get replaced? What are the different officers’ duties? What procedures will meetings follow? (And so on!) Questions like these require that your nonprofit’s essential practices get defined in advance.

Your nonprofit should adopt its bylaws at its first official meeting, either before or shortly after filing your nonprofit’s articles of incorporation with the Virginia State Corporation Commission. If your nonprofit intends to seek 501(c)(3) tax-exempt status with the IRS, hold your organizational meeting and ratify your bylaws before applying.

It isn’t easy to write bylaws, of course, but Northwest is here to help. When you sign up for our services, we provide a free adaptable template for writing nonprofit bylaws and numerous other free nonprofit forms to help get you started. Check out our free attorney-drafted nonprofit bylaws template!

Will My Virginia Nonprofit Be Tax Exempt?

Nonprofit corporations are not automatically tax-exempt, but it is possible to achieve 501(c)(3) federal tax-exempt status by submitting an Application for Recognition of Exemption to the IRS, paying a $275 or $600 filing fee (depending on your nonprofit’s size and nature), and waiting around 3-6 months while the IRS examines your organization’s structure, purpose, and finances. Section 501(c) of the Internal Revenue Code describes more than two dozen different types of tax-exempt organizations, but most nonprofits seek 501(c)(3) status for public charities and private foundations. If your Virginia nonprofit intends to seek 501(c)(3) status, make sure your Articles of Incorporation include a statement of purpose and dissolution clause using the specific language required by the IRS.

What About Virginia State Tax Exemptions?

If your nonprofit obtains federal tax-exempt status, it won’t have to pay the Virginia corporate income tax either. However, your nonprofit will need to apply to the Virginia Department of Taxation to obtain an exemption from the state’s sales tax. Learn more at Northwest’s guide to Virginia state tax exemptions.

Yes, if your nonprofit corporation will be soliciting donations, you must register as a Virginia charity. Either file a Registration Statement for a Charitable Organization, or a Virginia Exemption Application for a Charitable Organization, with the Virginia Division of Consumer Protection.

To open a bank account for your Virginia nonprofit, you will need to bring the following items with you to the bank:

• A copy of your Virginia nonprofit articles of incorporation
• A copy of your nonprofit’s bylaws
• Your Virginia nonprofit’s EIN

It’s wise to call your bank ahead of time to check its requirements. Some banks may require you to bring a resolution authorizing you to open a bank account in your nonprofit’s name (particularly if your nonprofit has several directors and/or officers).

What Is the Virginia Nonprofit Annual Report?

Virginia requires nonprofit corporations to submit an annual report each year. The annual report simply updates your nonprofit’s information as it appears on the state’s records (registered agent information, corporate name, and so on). The deadline for nonprofits always the last day of your nonprofit’s anniversary month, and the report comes with a $25 fee.

You can submit your nonprofit’s annual report by mail or online, but you can also add our Virginia Annual Report Compliance service, for an additional fee, when you hire Northwest.