Virginia Articles of Incorporation of a Virginia Professional Stock Corporation | Form SCC631
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The Virginia Articles of Incorporation of a Virginia Professional Stock Corporation | Form SCC631 is a required submission by the Virginia State Corporation Commission when an entity wishes to incorporate as a professional corporation. This paperwork may be filled out and submitted directly to the Office of the Clerk as one whole document with no attachments. That is, while this form represents the minimum amount of information that must be reported it may not necessarily cover all the topics that must be included for your specific entity type or may not have enough room to fully report all the information . In such cases, you must reproduce this form with a printer or a typewriter, allotting room for the information that must be included.

These articles must be accompanied with a payment for the Filing Fee ($25.00) and the Charter Fee. The Charter Fee will depend upon the Total Number of Shares available to this professional corporation. If the professional corporation has been authorized to issue less than 1,000,000 shares, the Charter Fee will be $50.00 every 20,000 shares. Corporations authorized to issue more than 1,000,000 shares will need to pay a Charter Fee of $2,500.00. This payment should be remitted in the form of a check payable to State Corporations Commission. You may mail your submission and payment to Clerk of the State, Corporation Commission, P. O. Box 1197, Richmond, Virginia 23218-1197.

How To File

• Download Form
• Download Word Document

Step 1 – You will need to download the Virginia Articles of Incorporation of a Virginia Professional Stock Corporation by selecting the “Download Form” link above or by clicking here: Form SCC631. In either case, you will need to save this PDF file, then either use a PDF program to enter the information or print it then type it. If there is not enough room in the sections you will need to reproduce this form then enter the necessary information. Do not attach any documents to these articles. Note: If reproducing download the link labeled “Download Word Document.” You may edit this easily with the appropriate Word program.

Step 2 – In Article 1, you will need to report the Full Name of the Virginia Professional Corporation on the blank space provided. Make sure to include a corporate designator appropriate to a Virginia Professional Corporation such as “Professional Corporation” or “P.C.”

Step 3 – In Article 2, you must report the Nature of the Professional Service being rendered by this corporation. Examples of such professions include: architects, attorneys-at-law, audiologists or speech pathologists, behavioral science professions, certified public accountants, certified interior designers, certified landscape architects, clinical nurse specialists, dentists, insurance consultants, land surveyors, optometrists, pharmacists, practitioners of the healing arts, nurse practitioners, surgeons,  professional engineers, public accountants, and veterinarians

Step 4 – Report the Total Number of Authorized Shares of Stock the professional corporation being formed by these articles may issue on the blank line in Article 3. Note: If the stock has been divided by Class, you must report the Total Number of Shares Authorized for this corporation for each Class.

Step 5 – Article 4A requires the initial Virginia Registered Agent’s Full Name, for the professional company being formed, to be reported on the blank line provided.

Step 6 – Article 4B requires the initial Virginia Registered Agent entity type to be defined. If this is an Individual (must be a resident of Virginia) then mark either the box labeled “an initial director of the professional corporation” or the box labeled “a member of the Virginia State Bar.” If this is a business entity (domestic or foreign corporation, L.L.C., or registered L.L.P.) then mark the box next to Article 4A(2).

Step 7 – Article 5A will need the physical Building Number, Street, Unit Number, and City of the initial Virginia Registered Agent’s Office to be reported on the blank line before the word “VA.” Following the word “VA,” enter the Zip Code reported.

Step 8 – In Article 5B, report the County or (if no County) the City where the initial Registered Office is located on the blank line provided. Indicate whether you are reporting a County or a City by marking the box labeled “County” or the box labeled “City” in the statement.

Step 9 – If the forming Virginia professional corporation has initial Directors, they must be reported in Article 6. Corporations may only form with initial Directors if they are documented in the Virginia Articles of Incorporation of a Virginia Professional Corporation. Report the Total Number of initial Directors serving this corporation on the blank line provided.

Step 10 – If the professional corporation being formed by these articles has initial Directors, you must report the Full Name and Full Address of each one on the blank lines provided in Article 7.

Step 11 – In Article 8, the Incorporator(s) of this professional corporation must Sign and Print their Names. Below this will be a line labeled “Telephone Number (optional),” where you may enter a daytime phone number the Virginia State Corporation Commission may use should any issues regarding these articles need clarification. Note: The Phone Number is optional but the Incorporators of this corporation must Sign and Print their Names.

Step 12 – Next you must calculate the Charter Fee for the professional corporation being formed. This will be based upon the Total Number of Authorized Shares the forming corporation will be allowed to issue. If there are less than 1,000,000 Authorized Shares then divide the Total Number of Authorized Shares by 25,000. Multiply this by $50.00. The result will be the Charter Fee. If there are more than 1,000,000 Authorized Shares the Charter Fee is $25,000.00. Note: Companies with fewer than 25,000 Authorized Shares must pay the minimum Charter Fee of $50.00.

Step 13 – Write a check payable to State Corporation Commission in the amount of the calculated Charter Fee plus the $25.00 Filing Fee. This and the completed original Virginia Articles of Incorporation of a Virginia Professional Stock Corporation | Form SCC631, and any required paperwork may be submitted to the State Corporation Commission at the Office of the Clerk by mail.

Mail To:

Clerk of the State
Corporation Commission,
P. O. Box 1197, Richmond,
Virginia 23218-1197