Setting Up an S Corp in Virginia: A Comprehensive Guide

Planning on setting up an S Corp in Virginia but don’t know where to start? Look no further! In this article, we’ll guide you through the process step-by-step. We’ll cover everything from the benefits of choosing an S Corp over an LLC in Virginia to the tax requirements you need to know about.

When it comes to setting up an S Corp in Virginia, it’s important to understand the legal requirements and procedures. For instance, you’ll need to register your business with the Virginia State Corporation Commission (SCC) and file a Form 2553 with the IRS. We’ll walk you through the process and show you how to do it efficiently.

Choosing between an LLC and an S Corp in Virginia can be a tricky decision. There are different legal and tax implications associated with each option. We’ll explain what distinguishes these two business structures and highlight the factors you need to consider before making your decision.

What about taxes? Virginia’s S Corp tax requirements differ from other states, and it’s essential to be familiar with them. We’ll discuss the tax implications of setting up an S Corp in Virginia and teach you how to file your Virginia S Corp tax return.

Setting up an S Corp in Virginia might sound complicated, but it doesn’t have to be. We’ll also explore the option of setting up your S Corp by yourself. We’ll weigh the pros and cons and give you some tips to get started.

Finally, we’ll break down the cost of setting up an S Corp in Virginia. You might be surprised to find out that it’s not as expensive as you thought!

Stay tuned for a detailed guide that will help you navigate the process of setting up an S Corp in Virginia. So, grab a coffee, and let’s dive in!

Setting Up an S Corp in Virginia

Are you considering starting an S Corporation in Virginia? Well, there are a few things you need to keep in mind before diving in headfirst. In this subsection, we’ll go through the steps required to set up an S Corporation in Virginia seamlessly.

Step 1: Choose a Business Name

Before registering your S Corporation in Virginia, you need to choose a business name that complies with the state’s standards. Virginia law requires the name to be unique and distinguishable from other registered corporations’ names. Once you’ve chosen the perfect name, you’ll need to register it with the Virginia State Corporation Commission (SCC).

Step 2: Select Your Registered Agent

Your S Corporation in Virginia requires a registered agent, a point of contact that can receive legal and official documents on your behalf. Your agent must be located in Virginia and available to receive these documents during regular business hours.

Step 3: File Your Articles of Incorporation

To form an S Corporation in Virginia, you need to file Articles of Incorporation with the SCC. The articles must include your S Corporation’s name, the purpose of your business, the number of shares you will issue, and the names and addresses of your registered agent and incorporators.

Step 4: Apply for an EIN and Register for Virginia Taxes

After filing your Articles of Incorporation with the SCC, you need to apply for an Employer Identification Number (EIN) with the Internal Revenue Service (IRS). You’ll use this number for all federal tax filings, including income tax, payroll taxes, and unemployment taxes.

You’ll also need to register your new S Corporation with the Virginia Department of Taxation to obtain a Virginia Tax Account Number.

Step 5: Draft Your Corporate Bylaws

Corporate bylaws are internal rules and procedures that govern your S Corporation’s business. You’ll need to draft bylaws that specify how your business will operate, including how decisions will be made, shareholder rights, officer and director responsibilities, and meeting procedures.

Step 6: Obtain Required Business Licenses and Permits

Depending on your S Corporation’s industry and location, you may need additional licenses and permits to operate legally in Virginia. Research local and state requirements and obtain any necessary permits before starting your S Corporation’s operations.

Step 7: Hold Your First Board Meeting

Once you’ve completed all the steps above, it’s time to hold your first board meeting. During this meeting, you’ll need to approve your corporate bylaws, elect officers, and issue stock certificates to shareholders.

With these seven steps, you’ve successfully set up your S Corporation in Virginia! Don’t forget to comply with all ongoing requirements, including annual state filings, shareholder meetings, and tax obligations, to keep your S Corporation in good standing.

setting up an s corp in virginia

Form 2553

One crucial aspect of setting up an s corp in Virginia is filing Form 2553 with the Internal Revenue Service (IRS). This form enables the corporation to elect tax treatment as an S corporation for federal income tax purposes. Here’s what you need to know before filing Form 2553:

Eligibility Requirements

Before you file Form 2553, ensure that your corporation meets the following requirements:

  • The corporation operates as a domestic corporation.
  • The corporation has no more than 100 shareholders.
  • All shareholders are individuals, estates, certain trusts, or tax-exempt organizations.

Filing Deadlines

Your corporation must file Form 2553 within two months and 15 days after the beginning of the tax year the election is intended to take effect. If you miss the deadline, your corporation’s S corporation status will be delayed until the next tax year.

How to File

You can file Form 2553 with the IRS by mail, fax, or online. If you choose to file by mail or fax, ensure that your form is complete and signed by all shareholders, officers, and directors.

Additional Considerations

If your corporation has previously filed Form 8832, Entity Classification Election, to be classified as an association taxable as a corporation, it must wait 60 months before making the S corporation election. Additionally, certain types of corporations, such as financial institutions and insurance companies, are ineligible to make an S corporation election.

Filing Form 2553 is an essential step in setting up an S corporation in Virginia. Taking the time to understand the eligibility requirements, filing deadlines, and additional considerations can ensure that your corporation receives the tax treatment it desires.

Virginia State Corporation Commission (SCC)

setting up an s corp in virginia

If you’re planning to set up an S corporation in Virginia, you’ll need to deal with the Virginia State Corporation Commission (SCC). This state agency is responsible for regulating and overseeing business entities operating in Virginia. The SCC is the central point for business registration, renewal, filing of business documents, and various other business-related matters in the state.

Registering Your Business with the Virginia SCC

Registering your S corporation with the Virginia SCC is a straightforward process. You’ll need to file Articles of Incorporation with the commission and pay the applicable filing fee. The Articles of Incorporation must contain all the required information about your S corporation, such as its name, principal place of business, registered agent, and the number of authorized shares. Once you’ve submitted the Articles of Incorporation and paid the fee, the SCC will process your application and issue a Certificate of Incorporation if everything is in order.

setting up an s corp in virginia

Renewing Your Business with the Virginia SCC

As a registered business entity in Virginia, your S corporation will need to file annual reports and renew your registration with the SCC. Failure to renew your registration can result in penalties and ultimately, the revocation of your business license. The SCC sends out reminders to businesses during the renewal period, so make sure you keep your contact information up-to-date with the commission.

Other Business Matters Handled by the Virginia SCC

The Virginia SCC is responsible for regulating numerous other business activities in the state, such as utility services, insurance, and securities. The commission is also responsible for enforcing rules and regulations related to consumer protection, antitrust, and business practices. As a business owner in Virginia, it’s important to familiarize yourself with the regulations and rules enforced by the SCC to ensure that your S corporation stays in compliance with state law.

In summary, dealing with the Virginia SCC is an essential part of setting up and managing an S corporation in Virginia. Whether you’re registering your business for the first time or renewing your registration, the commission’s website has a wealth of information and resources to guide you through the process. By staying compliant with SCC regulations, you’ll ensure the longevity and success of your S corporation in Virginia.

LLC vs S Corp Virginia

Are you confused about whether to set up an LLC or S Corp in Virginia? Don’t worry; you’re not alone. Choosing the right business structure is a crucial decision that can have a significant impact on your business’s success. In this section, we’ll explore the differences between an LLC and S Corp to help you make an informed decision.

Liability Protection

Both LLCs and S Corps offer limited liability protection, which means that the owners are not personally liable for the business’s debts and obligations. However, there are some differences in the level of protection offered. In an LLC, the protection extends to personal assets, such as your home, car, and bank accounts. Whereas, in an S Corp, only the business assets are protected, and personal assets are not.


The tax implications of an LLC and S Corp are different. LLCs are taxed as pass-through entities, which means that the business’s profits and losses are passed through to the owners and reported on their personal tax returns. In contrast, S Corps are also pass-through entities, but they have to pay themselves a reasonable salary and are subject to self-employment tax. However, any profits beyond this salary are not subject to self-employment tax.

Ownership Restrictions

LLCs do not have any restrictions on the number of owners or who can be an owner. On the other hand, S Corps have strict ownership requirements. They can have no more than 100 shareholders, who must be U.S. citizens or residents and cannot be other corporations or partnerships.


LLCs have more flexibility and fewer formalities than S Corps. They do not have to hold annual meetings or keep as many records. In contrast, S Corps are required to follow more formalities, such as holding annual meetings, keeping records, and issuing stock.

Choosing between an LLC and S Corp in Virginia is not an easy decision and depends on various factors. Both offer limited liability protection, but LLCs offer more flexibility in terms of ownership and formalities. However, S Corps offer some tax advantages but are subject to stricter ownership requirements. Ultimately, the decision will depend on your business’s unique circumstances and future plans. It’s essential to consult with a legal or tax professional to guide you through the process.

Virginia’s S Corp Tax Return

If you are planning to set up an S Corporation in Virginia, understanding the state’s tax laws is crucial. As a business owner, you need to file various tax returns annually, including the Virginia State Corporation Income Tax Return. This tax return is necessary for all S Corporations that are doing business in Virginia.

Filing Requirements

S Corporations in Virginia are required to file their income tax returns annually by the 15th day of the fourth month following the end of the taxable year. For example, if your S Corporation’s taxable year ends on December 31st, your tax return must be filed by April 15th of the following year.

You should always ensure that you file your Virginia State Corporation Income Tax Return on time to avoid any late filing penalties.

Virginia S Corporation Tax Rates

In Virginia, S Corporations do not pay taxes at the corporate level. Instead, the business’s income is passed through to the owners and reported on their personal income tax returns.

As an S Corporation owner in Virginia, you will be required to file a Virginia State Income Tax Return and pay taxes on your share of the business’s income at your personal income tax rate. The Virginia personal income tax rates range from 2% to 5.75% of your taxable income.

Deductions and Credits

As an S Corporation owner in Virginia, you may also be eligible for various tax deductions and credits, such as the Virginia Jobs Investment Program Credit or the Virginia Research and Development Tax Credit.

Ensure you speak to a reputable tax professional to learn about all the deductions and credits available to you and your business.

Understanding Virginia’s tax laws is crucial when setting up an S Corporation in the state. The Virginia State Corporation Income Tax Return is a mandatory filing for any S Corporation conducting business in the state. Ensure you file your tax return on time to avoid any late filing penalties, and work with a reputable tax professional to take advantage of all the deductions and credits available to your business.

Can I Set Up My Own S Corp

If you’re thinking of setting up an S Corp in Virginia, you may wonder if it’s possible to do it yourself. The answer is yes – you can set up an S Corp on your own. However, it’s important to know what you’re doing and follow the correct process.

Advantages of Setting Up an S Corp

Before we dive into the process, let’s look at why you may want to set up an S Corp. One of the main advantages is that an S Corp is a pass-through entity, meaning the business’s profits and losses are passed through to the shareholders’ personal tax returns. This can result in a lower tax burden for the business owners.

Steps to Set Up an S Corp

To set up an S Corp, you’ll need to follow these steps:

  1. Choose a business name: Your business name must comply with Virginia’s naming guidelines and be distinguishable from other existing businesses in the state.

  2. File Articles of Incorporation: You’ll need to file Articles of Incorporation with the Virginia State Corporation Commission (SCC). This document includes your business’s name, address, purpose, and other vital information.

  3. Obtain an EIN: You must obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). This is necessary for tax purposes and to open a business bank account.

  4. setting up an s corp in virginia

    Draft Bylaws: Bylaws are the rules and regulations that govern your business. Although this is not a mandatory step, it’s a good idea to have them in place to avoid any future disputes.

  5. Hold an Organizational Meeting: You must hold an organizational meeting to elect officers, adopt bylaws, and issue shares.

While setting up an S Corp yourself is possible, it’s important to follow the proper process and ensure compliance with Virginia’s laws and regulations. If you’re not comfortable doing it alone, consider consulting with a business lawyer or accountant for assistance. With proper planning and execution, an S Corp can offer many benefits and help your business succeed.

Does Virginia Have an S Corp Tax

If you’re considering setting up an S corporation in Virginia, one of the first questions on your mind is likely to be whether there is an S corp tax in the state. The good news is that Virginia does not have a separate S corp tax. However, there are several other taxes that S corps in Virginia are subject to, and understanding them is key to ensuring compliance and avoiding penalties.

Virginia Corporate Income Tax

All corporations, including S corps, must pay Virginia’s corporate income tax. The current corporate income tax rate in Virginia is 6%, which is one of the lowest rates in the United States. However, it’s important to note that S corps don’t actually pay federal or state income taxes at the corporate level. Instead, the income, deductions, and credits flow through to the shareholders’ personal tax returns.

Business License Tax

Another tax that S corps in Virginia may be subject to is the business license tax. This is a tax on the privilege of doing business in the state and is based on a company’s gross receipts. The exact rate of the Virginia business license tax varies depending on the locality in which the business is located.

Other Taxes

In addition to corporate income tax and business license tax, S corps in Virginia may be subject to other taxes such as sales tax, payroll taxes, and excise taxes. Depending on the nature of your business, you may also need to obtain specific licenses or permits.

While Virginia doesn’t have a specific S corp tax, there are several other taxes that S corps must pay in the state. Understanding and planning for these taxes is crucial to avoiding penalties and ensuring compliance. If you’re unsure about the tax implications of your S corp in Virginia, it’s always a good idea to consult with a qualified tax professional.

How much does it cost to set up an S Corp in Virginia

Setting up a Virginia S Corp requires a few formalities that involve both state and federal authorities. Of course, this means you have to fork over some cash before you can embark on this venture. Here are some of the costs you can expect when setting up an S Corp in Virginia.

Registered Agent Fees

The Virginia State Corporation Commission requires every business entity to pick a registered agent. The agent acts as the primary point of contact between the entity and the state. You can opt for an internal agent or hire external help. In Virginia, the fees for registered agent services range between $50 and $250 annually.

State Filing Fees

After choosing a name for your S Corp and verifying its availability, you need to file Articles of Incorporation with the Virginia State Corporation Commission. The filing fee is $100. Expedited filing services cost $100 for same-day processing, $200 for two-hour processing, and $300 for one-hour processing.

Federal Tax ID Number

The S Corp also requires a federal Tax ID number or Employer Identification Number (EIN) for tax and legal purposes. There’s no cost to obtain an EIN from the IRS.

Legal and Accounting Fees

It’s a good idea to consider legal and accounting fees before setting up an S Corp in Virginia. An experienced attorney can help you file the Articles of Incorporation, draft corporate bylaws and regulations, and provide legal counsel on matters like taxes, employment law, and business contracts. The cost of hiring an attorney depends on your location and the level of complexity involved.

Likewise, hiring an accountant to handle taxes, bookkeeping, and financial reports ensures your Virginia S Corp stays compliant with state and federal regulations. The cost of accounting services varies depending on your location and the level of services required.

Business License

Some Virginia localities require S Corps to obtain business licenses before they can commence operations. The fees vary by location and the nature of the business.

In summary, setting up an S Corp in Virginia can cost a few thousand dollars or more, depending on the legal and accounting assistance you require. It’s important to keep these costs in mind while budgeting for your new venture.

S Corp vs. LLC in Virginia

If you’re looking for the right business entity for your startup, you must have come across the terms S Corporation and LLC. Both entities have their benefits, but each is suitable for different scenarios. In this subsection, we’ll explore the differences between S Corp and LLC in Virginia.


An S Corporation is a corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code. S Corps must meet specific requirements, such as having no more than 100 shareholders and issuing only one class of stock.

On the other hand, LLCs are more flexible when it comes to formation requirements. In Virginia, you only need to file Articles of Organization with the State Corporation Commission, and you’re good to go.


S Corporations are taxed like partnerships, meaning the company itself doesn’t pay taxes. Instead, the income and losses flow through to the shareholders, who then report them on their personal tax returns. This allows S Corps to avoid double taxation issues commonly associated with traditional corporations.

LLCs have more options, as they can choose to be taxed as a sole proprietorship, partnership, or corporation. Typically, LLCs elect to be taxed as a partnership, like S Corps, to avoid double taxation.

Management Structure

S Corporations have a board of directors that oversees business decisions, and shareholders elect them. Shareholders also have a say in significant business decisions. However, day-to-day management falls under the control of officers appointed by the board.

LLCs, on the other hand, have a more flexible management structure. Members, who can be individuals or other businesses, collectively manage the company. They’re free to choose to run the company themselves or appoint managers.

Liability Protection

Both S Corps and LLCs provide liability protection for shareholders and members, respectively. This means that personal assets are protected from business-related debts and legal issues.

However, keep in mind that liability protection isn’t absolute. If a shareholder or member engages in fraudulent activity or behaves negligently, their protection may be waived.

In conclusion, while both S Corps and LLCs can provide liability protection and tax benefits, choosing the right entity depends on your business goals and needs. Consulting with a qualified attorney or accountant can help guide you towards the right decision.

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