Nonprofit formation
Form a Virginia Nonprofit Nonstock Corporation
Virginia nonprofits are usually organized as nonstock corporations, which may have members but no owners. The SCC charges a $50 charter fee and a $25 filing fee, $75 in all. Each year the corporation pays a $25 annual registration fee and files an annual report. Federal tax exemption is a separate IRS application. Packages start at $149 plus the state fee.
Virginia fees re-checked against the Code of Virginia and SCC fee pages: November 10, 2026
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Virginia State Corporation Commission
- We track your $50 annual registration fee
- Cited to the Code of Virginia, Title 13.1
- Talk to a filer: (386) 465-3937
Form a Virginia Nonprofit Nonstock Corporation: the Virginia specifics
Nonstock, not shares
A nonstock corporation issues no shares, so there is no share-based charter fee. It pays a flat $50 charter fee plus $25 to file.
Check it: Virginia State Corporation Commission$25 a year
Nonstock corporations pay a $25 annual registration fee by the last day of the formation month (§ 13.1-936.1). A late payment adds a flat $10 penalty.
Check it: Code of Virginia § 13.1-936.1Professional entities
Licensed professionals use a professional corporation (Form SCC 544, $25 filing fee) or a professional LLC ($100). See our PLLC guide for which professions qualify.
Check it: Virginia State Corporation CommissionIRS exemption
501(c)(3) status comes from the IRS, not the SCC. Your articles need the purpose and dissolution language the IRS expects.
Check it: Internal Revenue Service (IRS)Forming the nonstock corporation
The articles name the corporation, state whether it will have members, and name the registered office and agent. The SCC charges a $50 charter fee and a $25 filing fee. Write the purpose and dissolution clauses with the IRS in mind if you will apply for 501(c)(3) status, because the IRS reads the articles.
After the SCC issues the certificate, adopt bylaws, elect directors and officers, get an EIN, and then file the IRS exemption application.
Source: www.scc.virginia.gov
Keeping a Virginia nonprofit active
Each year the corporation pays a $25 annual registration fee and files an annual report by the last day of its formation month. A late fee adds $10. Like any corporation, a nonstock corporation that misses both for four months can be terminated, and reinstatement costs $100 plus the missed amounts.
Source: law.lis.virginia.gov
Members or no members: decide in the articles
Virginia's nonstock articles must say so if the corporation will have no members, and if it will have classes of members they must describe them or say the bylaws will (§ 13.1-819(A)). Many small charities choose no members so the board elects itself and the organization avoids the meeting and voting rules that come with a membership. Associations and clubs usually want members. Decide before you file, because changing it later takes an amendment.
The registered agent rule is narrower than for an LLC: a Virginia resident who is a director of the corporation or a member of the Virginia State Bar, or an authorized business entity.
Source: law.lis.virginia.gov
Formation is not tax exemption
The SCC charges $75 to form ($25 filing plus $50 charter fee) and $25 a year after that, with a $10 late penalty. None of that makes the organization tax-exempt. Federal 501(c)(3) status comes from the IRS on a separate application filed after formation, and the IRS reads your articles for a purpose clause and a dissolution clause that sends assets to another exempt organization. Draft those clauses into the articles from the start so you do not have to amend before applying.
Source: www.irs.gov
Form a Virginia Nonprofit Nonstock Corporation: questions
No. Incorporation creates the corporation; federal exemption requires an IRS application.
Check it: Internal Revenue Service (IRS)Corp USA prepares and submits your Virginia filing with the State Corporation Commission's Clerk's Office for you. The official state fee is passed through at cost, with our service fee shown separately at checkout, so you do not need to go to the state's website to file.
Check it: Virginia State Corporation CommissionReady when you are, Virginia.
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.