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Business Formation & General Business Questions

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Business Formation and General Business Questions

What do I need to start a new business in Virginia?

  1. Name of the company and any trade names you intend to use in the business
  2. Principal place of business (location)
  3. States other than Virginia where you intend to conduct business
  4. Phone numbers for the business
  5. Name of the owners (Members), the percentage ownership of each Member, and the initial capital investment being made by each Member
  6. Name of the Managers who will direct the operations of the business
  7. Brief statement describing the nature of the business
  8. Number of employees expected in the first year – including yourself
  9. Identity of the bank where you will be maintaining an account
  10. The State Corporation Commission filing fee

What is the difference between a Corporation and a Limited Liability Company?

Both corporations and limited liability companies provide limited liability protection for their shareholders and/or members. There are, however, numerous differences between the two entities and many reasons why one should be chosen over the other. These reasons are based on the tax ramifications, type of business, circumstances surrounding the formation of the company, how it will be operated, and even the life circumstances of the owners. Because of the potential complexity of these issues, we recommend that you seek the advice of a professional in this area who can help you choose they type of entity that will best meet your specific needs.

What is a Registered Agent?

Virginia requires that each business entity have a Registered Agent located in the state in which they are operating. The Registered Agent is usually a third party, such as your corporate legal counsel, who is not directly involved in the daily operations of the company/corporation. Virginia also requires that the Registered Agent have a physical address in the State where the business is located and they must be available during normal business hours.

What is the role of a Registered Agent?

The Registered Agent is the individual designated by the corporation or company (typically a third party) to receive tax and legal documents on behalf of the business and to be served by the Sheriff’s Department or private process server in the event the corporation is sued. The Registered Agent is the one who maintains the corporation’s annual minutes of Members and Managers in order to ensure continuance of personal liability protection and compliance with Virginia law. They also receive and prepare the annual registration each year for renewal with the State Corporation Commission.

When can I open a bank account for my new business?

You can open a bank account for your business as soon as confirmation is received from the State Corporation Commission that the entity was accepted and you receive confirmation of your Employer Identification Number (EIN) from the IRS. The bank will need copies of these documents to get the business account set up.

Can I conduct business in a different state than the one I am incorporated in?

Yes. In order to do business in a state other than the one you are incorporated in, you must qualify as a foreign corporation in that state. The requirements and fees for setting up a foreign corporation vary from state to state.

What is a non-profit corporation?

A non-profit corporation is a corporation operating for educational, religious, charitable, social, humanitarian or civic purposes. Because the corporation is viewed to act for the benefit and betterment of society, non-profits are not required to pay state or federal taxes.

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Douglas W. Davis
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Who Can Act as a

A registered agent is a person or company that receives official paperwork, like service of process, on behalf of an entity. The registered agent

Why Nonprofits Should Not Make

Nonprofits generally should avoid making loans to officers and directors even though Virginia does not prohibit such loans. In fact, under Va. Code §

When is an Employer Liable

Virginia allows plaintiffs to recover from the employer of an individual who negligently harms them on three theories: negligent hiring, negligent retention, and vicarious