It's actually relatively easy to register a new business in Virginia.
You just need to perform a few quick tasks, like filing your Articles of Organization with the Virginia State Corporation Commission (SCC).
However, there are several things you should take into account before officially registering your business with the Virginia SCC.
For instance, government filing fees generally start at around $100, but can be higher depending on the kind of business you are registering.
Registering an already-in-use name can also cause legal problems down the line, if the SCC 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
Business names can range in distinctiveness from generic to completely arbitrary or fanciful. The more distinct your trademark is, the stronger protections it will have down the line in cases of infringement.
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 that is merely '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 are 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.
How to Register a New Business in Virginia: Basic Tips
Registering a new business can be as simple as filing some paperwork with the Virginia SCC.
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.
What to Do After You Register
It's important to maintain a separation between your personal and business finances to help ensure your limited liability in the event of a lawsuit.
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
It's always wise to speak with an attorney and an accountant before you choose to start a new business.
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 one of our business law attorneys to help you set up a legally sound business.
Further Reading
- 11 Ways an Attorney Can Help You Start a New Business in Virginia
- “Doing Business As” (DBA) Registration in Virginia
- How to Start a Business in Virginia: A 10-Step Guide
- How to Get a Small Business License in Virginia
- Piercing the Corporate Veil and Virginia LLCs
- Virginia Limited Liability Company Taxes
Other Resources
- Virginia Business One Stop — A website run by the Virginia Department of Small Business & Supplier Diversity. It provides links to resources that can help small business owners learn more about what it means to run a business in the Commonwealth, as well as an online tool to help you register your business with the Virginia SCC.
- Virginia State Corporation Commission — All businesses operating in the Commonwealth must register with the Virginia SCC. Their website also provides a large number of introductory articles on topics such as business structures, how to choose a business name, and more.
- Virginia Tax — The Virginia Tax website provides a variety of articles and other resources that cover the intersection of business registration and business taxation in the Commonwealth.
- IRS Business — The IRS provides a variety of articles and resources on topics such as business structures and how you should report your federal taxes throughout the year.
