NOTES
Articles of incorporation can be submitted in PDF format to the Clerk’s Office for review and processing by visiting our
website at https://sccefile.scc.virginia.gov/NewEntity
. (A user account is required.) This form can also be downloaded
from our website at http://www.scc.virginia.gov/clk/vanon_corp.aspx.
A Virginia nonstock corporation does not have “owners” and distributions to its members, directors and officers are
restricted by law. See § 13.1-814 of the Code of Virginia. Accordingly, it is recommended that a person consult with an
accountant or a tax professional before organizing a for-profit business as a Virginia nonstock corporation.
The articles must be in the English language, typewritten or printed in black, legible, and reproducible.
If the corporation intends to obtain tax-exempt status under the Internal Revenue Code, the articles of incorporation must
include certain provisions that can be found in IRS Publication 557, "Tax-Exempt Status for Your Organization."
Important: This form contains the provisions that are required by Virginia law to be included in the articles of incorporation
of a Virginia nonstock corporation. If additional provisions are desired, articles of incorporation that include the applicable
provisions of this form and the desired additional provisions must be separately prepared on white, opaque paper, 8 1/2"
by 11" in size, using only one side of a page, which is free of visible watermarks and background logos. Each page
should have at least a 1" margin on each side and the font size should be at least 11 pt. Do not submit this form and
separately prepared articles of incorporation. This form may not be filed with an attachment.
INSTRUCTIONS TO FORM SCC819
Name: The name of the corporation may not contain any word or phrase that indicates or implies that it is organized for the
purpose of conducting any business other than a business which it is authorized to conduct, and the proposed corporate
name must be distinguishable upon the records of the Commission. See § 13.1-829 of the Code of Virginia. To check the
availability of a corporate name, visit our website at https://sccefile.scc.virginia.gov/NameAvailability
, or contact the Clerk’s
Office Call Center at (804) 371-9733 or toll-free in Virginia at 1-866-722-2551.
Members: If the corporation will not have members, a statement to that effect must be included in the articles. If the
corporation is to have one or more classes of members, set forth the designation of each class and the qualifications and
rights of the members of each class, including voting rights, or provide that such membership provisions will be set forth in
the corporation's bylaws. See §§ 13.1-819 and 13.1-837 of the Code of Virginia.
Director selection: The articles of incorporation must set forth the manner by which the directors will be elected or
appointed, as well as the designation of ex officio directors, if any. It is not sufficient for the articles to provide that the
directors will be elected or appointed as set forth in the bylaws. See §§ 13.1-819 and 13.1-855 of the Code of Virginia.
Registered agent: Paragraph 4.A. Provide the name of the registered agent. The corporation may not serve as its own
registered agent. See §§ 13.1-819 and 13.1-833 of the Code of Virginia.
Paragraph 4.B. Check one box to indicate the qualification of the registered agent. Only an individual or entity that meets
one of the qualifications may serve as the corporation’s registered agent. The sole duty of the registered agent is to
forward to the corporation at its last known address any process, notice or demand that is served on the registered agent.
See § 13.1-833 of the Code of Virginia.
Registered office: Paragraph 5.A. The location of the registered office must be identical to the business office of the
registered agent. See § 13.1-833 of the Code of Virginia. The address of the registered office must include a street
address. A rural route and box number may only be used if no street address is associated with the registered office’s
location. A post office box is only acceptable for a town that has a population of 2,000 or less if no street address or rural
route and box number are associated with the registered office’s location.
Paragraph 5.B. Provide the name of the county or independent city where the registered office is physically located.
Counties and independent cities in Virginia are separate local jurisdictions. See §§ 13.1-819 and 13.1-833 of the Code.
Initial directors: If the registered agent's qualification in Paragraph 4.B is as an initial director, then the names and
addresses of all initial directors must be set forth in the articles of incorporation. A corporation can have directors
immediately upon formation only if they are named in the articles.
Incorporator(s): The articles must be signed by one or more incorporators and the printed name of the incorporator must
be set forth next to each signature. See § 13.1-803 of the Code of Virginia.
It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with
intent that the document be delivered to the Commission for filing. See § 13.1-811 of the Code of Virginia.
Submit the signed articles to State Corporation Commission, Office of the Clerk, P.O. Box 1197, Richmond, Virginia
23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1
st
Floor, Richmond, Virginia 23219), along with a
check for the filing fee in the amount of $75.00, payable to the State Corporation Commission. DO NOT SEND CASH. If
you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.
