Registering a Virginia Business

Registering a Virginia business with the State Corporation Commission (SCC) isn’t complicated. But there are other steps to keep in mind when registering your business to make sure things run smoothly.

Virginia business registration is a simple process. You just need to file your Articles of Organization with the Virginia State Corporation Commission (SCC). You (or your lawyer) can even file for your Virginia business registration online in most instances.

However, there are also several other considerations you should take into account before officially registering your business with the state. For instance, government filing fees generally start at around $100, but can be higher depending on the kind of business you are registering. Registering for an already-in-use name can also cause legal problems down the line, if the SCC even accepts your application at all.

In most cases you should speak with an attorney before registering your business, but we’ll also go over the general steps of the registration process below.

Distinguishable Names

Legally speaking, you must choose a name for your company that sets your business apart from your competitors. The name you choose for your business must be “distinguishable” from any business already registered with the Virginia SCC. As a general rule, you should follow the same guidelines for state registration as you do for federal trademark registration.

As one extra step, you should also check name distinguishability with the Virginia SCC.

Keep in mind that a name deemed ‘distinguishable’ does not make it an acceptable name for business. Your business name also cannot be misleading or fraudulent in representing your business practices.

Using a “Doing Business As” (DBA) or Fictitious Name

A ‘fictitious’ name for a business or owner isn’t a name intended to mislead – it’s a name that acts as a ‘trade name’. If you intend to use multiple personal names as you conduct and market your business, there a couple of added steps.

In order to use a DBA name in Virginia you must file your name of choice with the Circuit Court clerk in your business’s jurisdiction. For example:

“Katherine the Artist” is a business persona created by an artist named Katherine. She does portraits at the mall in her small town. However, she also wants to do landscape paintings. She doesn’t want her new persona to affect her old job in the mall, so she decides to register a new brand name: “Landscapes by Katy.” In this case, she should register this new brand with with her local circuit court clerk to make sure both brands are properly protected.

Virginia Business Registration Tips

Business registration is the act of filing the Articles of Organization of your business with the Virginia SCC. For the registration to be valid, your Articles of Organization must include certain very specific information. We’ll go over two of the most commonly confused pieces of information below.

Registered Office

Your registered office is the office where your business operates. This registered office must be located within the state of your business’s registration.

Your registered agent can also maintain a P.O. Box for your business in lieu of a physical business location. This P.O. Box must be located within your state of business registration.

Registered Agent

Every Virginia business entity must have a registered agent. Your registered agent receives important legal notices on your behalf. For example, if you get sued, your registered agent receives service for your business.

After Virginia Business Registration

Federal Employer Identification Number (FEIN)

After you’ve registered your business with the commonwealth, you should go to the IRS website and get a “Federal Employer Identification Number.” Think of this as the Social Security Number for your business.

You’ll need this identification number when your business deals with multiple organizations, including both banks and several federal, state, and local government agencies. You’ll also need this number at tax time when your accountant prepares your paperwork.

There are a few other cases worth noting where you’ll need this number.

Register with State Government Entities

You must register with your state government in order to manage your business’s tax filings. You’ll need your FEIN when registering with the Virginia Department of Taxation and the Virginia Employment Commission (VEC).

The VEC registration grants you the license to operate as a legal employer to your employees. It also monitors the unemployment tax collection that your employees could one day file for.

Payroll providers typically also need the information from your Department of Taxation and VEC registration to process your payroll.

Receive a Business License from your Local Government

Virtually all businesses have to apply for a business license when performing business in a given city, county, or jurisdiction. You will need to renew your business license each year, and pay a tax on your gross receipts from the prior year. In all of these proceedings, you’ll need your FEIN.

Additional Considerations

Check with Virginia’s general filing procedures and make sure you’ve properly filed all the relevant paperwork. Failing to adhere to state mandated procedures can delay your Virginia business registration, or cause a total rejection of your application.

Make sure there are no additional or supplemental tax forms you’ve missed. Improperly registering your business with the Department of Taxation can also lead to legal consequences.

Additionally, you should ensure that you’ve obtained all operating licenses required by the SCC for your business.

Conclusion

Starting and registering a Virginia business means more than outlining your business plan. You have to consider many aspects of your business including fees, registrations, licenses, and tax considerations that your business will entail.

You should always seek legal counsel before getting started. Having someone at your side who has been through the business process before can be helpful. Schedule a consultation with our business law attorney to help you setup a legally sound business.

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Our articles provide general information about all of our practice areas. If you're looking for legal counsel specific to your situation, you'll need to talk to a lawyer.

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