Virginia Articles of Incorporation of a Virginia Nonstock Corporation | Form SCC819
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The Virginia Articles of Incorporation of a Virginia Nonstock Corporation | Form SCC819 should be submitted to the Virginia State Corporation Commission when an entity wishing to incorporate is ready to satisfy the formation and registration requirements of a Virginia nonstock corporation. This form will include all the minimum provisions and information that must be determined then reported however, this does not include the language requirements to satisfy the Internal Revenue Service 501(c)(3) compliant language necessary for nonstock corporations that will seek Tax-Exempt Status in the future. Thus, if the nonprofit corporation being formed in the articles being submitted is determined to apply for Tax-Exempt Status, the Incorporator will need to draw up a separate Virginia Articles of Incorporation of a Virginia Nonstock Corporation with all the articles included in the standardized form here plus all the additional provisions. This should be done on one-sided 8 1/2″ by 11″ paper with one inch margins on all sides. In fact, no attachments will be accepted with this form. If there is not enough room to fully report any of the sections, the entity submitting these articles will need to draw up the Virginia Articles of Incorporation and allow room for the information required.

The Virginia State Corporation Commission will accept the Virginia Articles of Incorporation of a Virginia Nonstock Corporation by mail with a full payment of the $75.00 Filing Fee. This payment must be submitted as a check made payable to Sate Corporation Commission. You may mail this package to Office of the Clerk, P.O. Box 1197, Richmond, Virginia 23218-1197.

How To File

• Download Form
• Download Word Document

Step 1 – Select one of the links from above to obtain the Virginia Articles of Incorporation of a Virginia Nonstock Corporation. If you are incorporating a standard entity and are only required to report the minimum information, select “Download Form.” This is a PDF file which may be filled out on screen with an appropriate PDF program. If the entity being formed will require additional information or any attachments due to a large amount of information then select the “Download Word Document” link above. You may use an up to date word processing program able to open and edit word documents to enter additional provisions.

Step 2 – In the First Article, report the Full Name of the nonstock corporation on the blank line provided. This Name must be fully compliant with the Code of Virginia § 13.1-829.

Step 3 – If the forming nonstock corporation will have no members then select the first box in Article 2. If the forming nonstock corporation will have members and has defined the classes, designations, and qualifications in bylaws that will determine these aspects of membership, then mark the second box in Article 2. If the forming nonstock corporation shall have members but shall have the qualifications and rights of memberships defined in these articles then mark the third box in Article 2 then report these qualifications and rights on the blank lines in this section. Note: If you are using a word document to have more room, merely type all this information in the space below these choices.

Step 4 – In Article 3, make a mark in the first box if Directors will elect their successors, a mark in the second box if the Directors will be chosen by the members, or the third box if Directors will be appointed/elected in a manner defined here. You may only choose one box. If you have chosen the third box, then use the blank lines below these choices to define how the Directors will be appointed/elected.

Step 5 – In Article 4, you will need to document the forming nonstock corporation’s initial Registered Agent’s Full Name in section A. If the initial Registered Agent is an individual who is an initial Director of the corporation being formed then make a mark in the first box in section B(1). If the initial Registered Agent is a Virginia State Bar member then make a mark in the second box of section B(1). If the initial Registered Agent is a business entity then leave section B(1) blank and make a mark in section B(2). Note: acceptable business entities are domestic or foreign corporations, limited liability companies, or registered limited liability partnerships.

Step 6 – Locate section A in the Fifth Article. Here, you must enter the Building Number, City/Town, and Zip Code of the initial Registered Agent’s Registered Office may be physically found.

Step 7 – In section B of the Fifth Article, report the City or Town of the initial Registered Agent’s Registered Office on the blank line provided. If you are reporting a County then select the first box in the statement. If you are reporting a City then make a mark in the second box.

Step 8 – Next, in the Sixth Article, report the Names and Addresses of the initial Directors of the nonstock corporation being formed by these articles. Note: Only entities reported in this section may act as Directors when this corporation forms.

Step 9 – Next, each Incorporator forming this Virginia nonstock corporation must Sign and Print his or her Name on the spaces provided.

Step 10 – Finally, report the Date of Signing for this document on the space provided in the last line. There will also be a space to provide a Telephone Number the Virginia State Corporation Commission may use as a contact number.

Step 11 – When you have fully completed the Virginia Articles of Incorporation of a Virginia Nonstock , you may submit this paperwork with a check (payable to State Corporation Commission) in the amount of $75.00 (Filing Fee) by mail.

Mail To:

State Corporation Commission
Office of the Clerk
P.O. Box 1197
Richmond, Virginia