Step 1: Decide on a Business Structure

There are 3 basic options: a DBA, a Corporation or an LLC. Click here to learn more about business entities.

• A DBA or “Doing Business As” (also known as a “Fictitious Business Name” or FBN) is not really a separate structure, but just a different name that an individual or partners use as their business name.
• A Corporation is a separate entity (provides liability protection to the owners) that has a structure that includes shareholders, directors and officers. More complex than a DBA but the entity of choice for large companies and startups that intend to raise funding. Some professions are required to choose what is known as a “Professional Corporation” or PC (doctors, lawyers, architects, etc.)
• An LLC or “Limited Liability Company” is a newer type of business that is both a separate entity but provides very easy management (doesn’t require directors or officers) and taxation. Has largely replaced the DBA and Corporation in popularity recently as it provides liability protection but with much less complexity (and taxation) than a Corporation.

Step 2: Pick a Business Name

Picking a business name is easier said than done – many legal and business problems can arise from picking the wrong name (you can always change it later but the less times you have to do that, the better).

• Make sure you’ve covered the basics: unique, easy to understand/pronounce (practice saying it out loud: “Thanks for calling XYZ”) and can survive over time (“DVD World” is not timely). Here are some of our tips on business identity including logo and trademarks.
• Search the web for your proposed name. Search Google, Bing and DuckDuckGo as a “first sweep” for any potential conflicts, especially in your state or local jurisdiction. NOTE: If you intend to operate nationally or even internationally it will be even more important that your name be unique. This should cover many cases where a company name is being used but not officially trademarked (see next tip).
• Do a trademark search with the US Patent and Trademark Office (USPTO). This will be a very good indicator if you’re name will have any conflicts. There’s an art to trademark searches (trademark specialists will charge you handsomely to do a thorough search) but in our experience if you can use google at a fairly advanced level you can reasonably clear a name yourself. Tip: search misspellings, plurals, variations of spelling, sound-alikes and other versions of your chosen name to be sure it’s not already registered.
• Make sure your company name choice is available by searching the Virginia Business Entity Database and doing a name search on the State of Virginia website. Note: Make sure to search variations of spelling, plurals and misspellings as the state may reject a name that is too similar (then you have to start all over again, wasting valuable time).

Step 3: Register the Business

Each state has it’s own requirements for registering a business. Now that you’ve chosen a business structure and picked your business name, here are the requirements to register your business in Virginia.

How to form an LLC in Virginia

How to Incorporate in Virginia

How to File a DBA in Virginia

Step 4: Obtain your Federal Employer Identification Number (FEIN or “EIN”)

Your EIN is like your Social Security Number for your company. It’s required for Corporations and LLC’s and optional for DBA’s (if you don’t have any employees, then it’s required). However, if you are a DBA and don’t obtain an EIN you will be forced to use your Social Security Number on many documents so it’s typically recommended you obtain the EIN to prevent identity theft.

To obtain an EIN you can apply online with the IRS or via IRS Form SS-4.

You can read more about corporate tax laws in Virginia on the Virginia Tax Website.

TIP: We will obtain your EIN for you if you we form your company.

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Step 5: Open Company Accounts: Bank and Credit Cards

To keep business and personal expenses separate, you should open a separate account for your business. In addition, getting business credit cards is how you begin to build a company credit profile (corporation or LLC required) and can later qualify for larger loans and lines of credit. To open the account simply call your chosen bank and inquire on the steps to open a business bank account. Typically you’ll need a) your filed paperwork b) your EIN c) a company resolution authorizing your company to open the account (signed by the owners, members, officers or directors, etc.).

Top Business Banks in Virginia:

• Branch Banking and Trust Company
• Carter Bank & Trust
• First Citizens Bank & Trust
• SunTrust Bank
• TowneBank
• Wells Fargo

TIP: Our business formation service includes a free banking resolution for your use.

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Step 6: Obtain Business Licenses and Permits

Now that you’ve registered your business name you need to obtain a business license for your company – this authorizes your company to do business in your city or county. Typically this also involves registering for state taxes and permits (the city may require them as part of the business licensing process).

Tip: We work with a company that can obtain and prepare business licenses and permits for you. Click here to learn more.

Step 7: Annual and Ongoing Requirements

DBA: There are no additional requirements for DBAs in Virginia.

LLC: Virginia does not require LLCs to file an annual report.

Corporation: Virginia corporations are required to file an annual report on or before the last day of the anniversary month of incorporation. The filing fee is based on the number of shares, and may range from $100 to $1700. Corporations are also required to keep the following items within their corporate records at their principal place of business:

• Articles of incorporation and amendments
• Bylaws and amendments
• Minutes from shareholder and director meetings
• A record of all actions taken by shareholders and/or on the behalf of the corporation.
• Written communications to shareholders over a three-year period
• An alphabetical list of all shareholder names, including names and addresses, number and class of shares held by each.
• The corporation’s most recent annual report.
• Resolutions adopted by directors related to classes or series of shares and their rights, preferences, and limitations.

Franchise Taxes: A franchise tax is imposed on the net capital of all banks and trust companies. Other businesses do not need to pay a franchise tax

Important Virginia Contacts:

Virginia State Corporation Commission

Virginia Taxation & Labor Departments