Guide for Articles of Incorporation (Virginia)
This is a guide to articles of incorporation for a professional corporation in Virginia. The form provided here is simply a sample of what the actual Form SCC544 looks like.
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
GUIDE FOR ARTICLES OF INCORPORATION
The undersigned, pursuant to Chapters 7 and 9 or 10 of Title 13.1 of the Code of Virginia, state(s) as follows:
1. The name of the corporation is: _____________________________.
2. The corporation is organized for the sole and specific purpose of rendering the professional services of:
3. The number (and classes, if any) of shares the corporation is authorized to issue is (are):
Number of shares authorized _______________________________.
4. A. The name of the corporation's initial registered agent is
B. The initial registered agent is (mark appropriate box):
(1) An individual who is a resident of Virginia and
[___] an initial director of the corporation
[___] a member of the Virginia State Bar
(2) [___] a professional corporation, professional limited liability company or registered limited liability partnership registered with the Virginia State Bar under § 54.1-3902 of the Code of Virginia.
5. A. The corporation's initial registered office address, which is the business office of the initial registered agent, is:
_______________________________. (city or town), VA
___________________ (zip code)
B. The registered office is physically located in the [___] City or [___] County of
6. The first board of directors shall have __________ member(s).
7. The initial directors are:
Zip Code _______________________________
8. The undersigned INCORPORATOR(s) is (are) duly licensed or legally authorized to render in Virginia the professional services of:
PRINTED NAME _______________________________
See instructions on the reverse.
INSTRUCTIONS FOR FILLING OUT THIS FORM
THIS FORM IS INTENDED FOR USE AS A GUIDE ONLY. Articles of incorporation must be in the English language and typewritten in black, on white opaque paper 8 1/2" by 11" in size, using only one side of a page, legible and reproducible.
1. Name: The corporate name must contain the word "corporation," "incorporated," "company" or "limited"; or the abbreviation "corp.," "inc.," "co." or "ltd."; or the initials "P.C." See §§ 13.1-544.1, 13.1-630 of the Code of Virginia.
2. Professional services: State the professional services the corporation is organized to render. The law limits such services to the personal services rendered by: pharmacists, optometrists, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified interior designers, certified landscape architects, public accountants, certified public accountants, attorneys-at-law, insurance consultants, audiologists or speech pathologists and clinical nurse specialists. See § 13.1-543 of the Code of Virginia.
3. Shares: If a stock corporation, list the total number of shares the corporation is authorized to issue. If more than one class of shares is to be authorized, list the number of authorized shares of each class and a distinguishing designation for each class (e.g., common, preferred, etc.). See § 13.1-619, 13.1-638 of the Code of Virginia. For the percentage of shareholders that must be licensed or authorized to render the same services for which the corporation is organized, see §§ 13.1-549, 13.1-549.1 of the Code of Virginia.
4. Registered agent:
A. Provide the name of the registered agent, whose business address is the same as the corporation's registered office address. See §§ 13.1-619, 13.1-634 of the Code of Virginia.
B. Indicate the status of the registered agent. The registered agent must be one of the options listed. No other person or entity may serve as the registered agent.
5. Registered office:
A. Provide the complete post office address (which must include a street address, if any, or a rural route and box number in rural areas) of the corporation's registered office which is the same as the business office of the registered agent.
B. Provide the name of the city or county where the registered office is physically located. (Cities and counties in Virginia are separate local jurisdictions.) See § 13.1-619 of the Code of Virginia.
6&7. Directors: The articles must fix the number of the corporation's first board of directors. A corporation can have directors immediately upon formation only if they are named in the articles. Thus, if the registered agent's status in 4.B. is that of initial director, then the initial directors must be included.
NOTE: The licensing restriction on shareholders referenced above in Instruction 3, also applies to directors. See § 13.1-553 of the Code of Virginia.
8. Incorporator(s): One or more persons must sign the articles in this capacity, and must be licensed or authorized to render the professional services involved. See §§ 13.1-544, 13.1-604 of the Code of Virginia.
SEND THE ARTICLES OF INCORPORATION, ALONG WITH CHARTER AND FILING FEES, TO THE CLERK OF THE STATE CORPORATION COMMISSION, P. O. BOX 1197, RICHMOND, VA 23218- 1197. (Street address: 1300 East Main Street, 1st floor, Richmond, VA 23219). IF YOU HAVE QUESTIONS, CALL (804) 371-9733.
Charter fee: 1,000,000 or fewer authorized shares - $50 for each 25,000 shares or fraction thereof; more than 1 million shares - $2,500.
Filing fee: $25.
SEND BOTH FEES IN THE SAME CHECK, MADE PAYABLE TO THE STATE CORPORATION COMMISSION.