Describes how to start a nonprofit corporation in Virgina. For unincorporated nonprofit organization read: How to start an unincorporated nonprofit organization)
You may also like to download Nonprofit for dummies/ newbies that will literally hand hold you through the entire process of starting a nonprofit organization in Virginia.
Starting a nonprofit organization in Virginia is governed by the Virginia Non-stock Corporation Act which is mentioned in Title 55, Chapter 26 of Code of Virginia.
* A nonprofit organization is called a ‘Non-stock’ organization in Virginia.
Eligibility for starting a nonprofit organization in Virginia
1) The Application for starting a nonprofit organization must be filed by one or more incorporators.
2) The organization must have a valid street address of Virginia. (along with ZIP code- P.O Box address not acceptable). This address is to be the address of the ‘registered agent’ of the organization who is a person who is generally available at the said office to receive notices and demands served upon the organization by the commonwealth authorities.
3) The registered agent may either be an individual who is a resident of Virginia or a member of the Virginia State Bar or a corporation, LLC or a registered partnership on records of the filing office of the Commonwealth.
4) The registered office need not be the principal place of business for the nonprofit organization.The principal place of business may be located outside Virginia.
5) The minimum number of directors for a Virginia nonprofit organization is one (1).
Steps Involved in starting a nonprofit organization in Virginia
Step1) Choosing a name for the nonprofit organization
Section 13.1-829 of the Virginia non-stock corporation act states that the name of a nonprofit organization may but need not use corporate designators like ‘Co.’,’Corp.’,’Inc.’,’Corporation’ etc. as a suffix.
The guidelines for naming a nonprofit organization in Virgina are -
1) The name of the nonprofit organization should not be indicative of a deceptive purpose or a purpose different than the purpose for which the organization is being formed.
2) The name must be distinguishable from the names of other business entities registered to transact business in the Commonwealth of Virginia.
Restricted words – The word “redevelopment” cannot be used in the name unless the nonprofit organization is established as an urban redevelopment corporation as per chapter 190 of Virginia code.(1946 Acts of Assembly).
Additional recommended read: Naming a nonprofit organization. (opens in a new window)
Step 2) Drafting the Articles of incorporation
Article of Incorporation is the principal organizing document for nonprofit organizations. The Article lays down the details about the constitution and management of the organization.
As per § 13.1-819 of Virginia Non-stock Corporation Act, the article of Incorporation of a nonprofit organization must include :
a) The corporate name of the nonprofit organization as per requirements mentioned above.
b) Statement specifying whether or not the nonprofit organization is to have members.
c) If the organization is to have members the article should include a statement that the provisions specifying the designation of each class and qualifications and rights of the members of each class related to membership are mentioned in the bylaws.
d) The manner in which the directors of the organization would be elected or appointed (if other than through voting of members), and a designation of ex officio directors (if any) of the organization to be mentioned.
e. The address of the organizations registered office ( post-office address with street and number)
f. Name of the city or county where the registered office is located.
g) Name and designation of the registered agent of the organization.
Optional Provisions in the Articles
The Articles of Incorporation may additionally include any clause that is consistent with the laws and that is deemed expedient for the governance of the nonprofit organization.
The optional clauses that may be included in the Article are
a. Names and addresses of the initial directors of the organization.
b. Purposes for which the organization is being set up.
c. Duties and powers of the organization, directors and members of the organization.
d. Any other provision permitted or required under the Virginia Act to be provided in the bylaws.
Download sample article of incorporation for Virginia nonprofit
Click here to download a sample article of incorporation for Virginia NPO.
Please note that this format has the bare minimum clauses and it does not include IRS clauses for tax exemption.
Mandatory clauses for IRS section 501(c)(3) tax exempt recognition
Step 3) Filing the Articles of Incorporation
a) Executing the documents: The Article of Incorporation so drafted should be printed on blank white sheet of paper and signed across on all pages by the presiding officer of its board of directors, (president/chairman or any other designation, if known otherwise). If the organization has not yet decided it board members, the documents must be signed by all the incorporators of the organization.
b) Filing fee:
The fee payable for starting a nonprofit corporation in Virginia is $75.
This is payable through check (cash not acceptable) made payable to the “State Corporation Commission”.
d) Where to file:
The Article of Incorporation duly signed along with a check for the filing fee must be delivered in person or mailed across to the to the Clerk of the State Corporation Commission of state of Virginia at:
Mailing address: Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, Virginia 23218-1197,
Address for in-person delivery 1300 E. Main Street, Tyler Building, 1st floor, Richmond, Virginia 23219),
Queries any regarding incorporating a nonprofit organization in Virginia can be discussed at (804) 371-9733 (toll-free in Virginia) or at (866) 722-2551.
Time required – Incorporating a Non profit organization in Virginia takes 3-7 days time from the date it is received at the office of the county clerk
Birth of the Nonprofit organization – A Nonprofit corporation comes into formal legal existence in Virginia on the date of successful filing of the Article of Incorporation .
The county clerk stamps the word “filed” on all the pages of the article along with a date and under his signature. A duplicate copy of the article may be requested on payment of additional fee and this copy would be a conclusive evidence of the existence of the organization.
Conclusion- Filing for incorporating a nonprofit organization in Virginia introduces the applicant to the legal processes and systems governing starting and running a nonprofit organization in Virginia.
This explains why a lot of people prefer to complete the incorporation procedure on their own without outsourcing it to less discerning service providers.
In any case it is always advisable to draft the Article of Incorporation and the bylaws of the organization on ones own as these two documents govern the day to day function of nonprofit organizations in Virginia.
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