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May 15, 2025.
How to Start a Nonprofit in Virginia: Registration, Filings, and Annual Reports.
From incorporation to annual filings—your step-by-step guide to staying compliant.
Every state has its own requirements for forming and maintaining a nonprofit. In Virginia, the process includes initial registration, tax-exempt applications, and recurring annual filings. Understanding these steps upfront helps ensure your organization remains compliant and in good standing.
Understanding the Basics
Before focusing on Virginia-specific filings, every nonprofit must complete a few foundational steps. These ensure your organization is legally recognized, properly structured, and positioned to apply for tax-exempt status.
Name your organization
Select a name that is distinguishable from existing entities on record with the Virginia State Corporation Commission (SCC), checking availability through the SCC Clerk’s Information System (CIS) online search.Including ‘Inc.,’ ‘Corporation,’ or ‘Incorporated’ is optional for nonprofits but allowed.
Choose Your Board of Directors
Virginia law requires that at least one director be appointed to form a nonprofit corporation. For IRS 501(c)(3) recognition, it is strongly recommended to have at least three unrelated directors to avoid conflict-of-interest concerns and improve approval chances. Your board will adopt bylaws and oversee governance.
Define your charitable purpose
Your purpose must align with IRS requirements for tax-exempt status—commonly charitable, educational, religious, or scientific. It must serve the public rather than private individuals or political interests. A clear purpose statement is essential for both incorporation and federal exemption applications.
Registered Office in Virginia
A registered agent receives official communications, such as legal notices and government filings, on behalf of your nonprofit. This can be an individual or a business entity, but they must be based in Virginia or authorized to operate there..
How to register a nonprofit in the state of Virginia?
You’ll need to take the formal steps that establish your nonprofit as a recognized entity in Virginia:
File Articles of Incorporation with the Virginia Secretary of State
To legally establish a nonprofit corporation in Virginia, you must file the Articles of Incorporation with the Virginia Secretary of State. In Virginia, Form SCC619 serves as the official document to incorporate a not-for-profit organization
There is no specific deadline; however, it's recommended to file before commencing operations.
Filing Methods
- Online:Submit via the Virginia state portal.
- Mail: Send the completed form to the Virginia Secretary of State.
Clerk of the Commission
State Corporation Commission
P.O. Box 1197
Richmond, VA 23218-1197
| Form | Due date | Fee | Filing Method |
|---|---|---|---|
|
No specific due date, file before starting the organization |
$75 |
Mail & Online |
Apply for an Employer Identification Number (EIN)
Nonprofit organizations are required to obtain an Employer Identification Number (EIN) from the IRS. This will serve as the organization's federal tax identification number and is essential for conducting legal and financial activities.
Although there is no specific deadline to apply, it is recommended to obtain an EIN as early as possible, as it is necessary for opening a bank account, applying for tax-exempt status, and filing required forms with the IRS.
| Form | Fee | Filing Method |
|---|---|---|
|
Form SS-4 (Application for Employer Identification Number (EIN)) |
Free |
Online via IRS EIN Assistant |
Hold the first meeting of the board
After incorporation, your nonprofit must hold its initial organizational meeting to establish governance and ensure legal compliance.
Make sure the following points are addressed during the meeting
- Approve the bylaws - These outline how your nonprofit will operate (e.g., meetings, voting, officer roles).
- Elect governing bodies - Typically includes President, Secretary, and Treasurer.
- Adopt policies - Such as a conflict-of-interest policy, required for 501(c)(3) status.
- Authorize filings - Approve resolutions to apply for IRS and state tax exemptions.
Note: Document all decisions in meeting minutes, signed by the secretary.
How to apply for tax exemption and solicitation in Virginia?
To operate legally in Virginia, nonprofit organizations must meet both tax exemption and charitable solicitation requirements. Here's a streamlined process for applying for both:
Federal tax exemption
To obtain a state tax exemption, your nonprofit must first apply with the IRS. The required forms depend on the size and type of your organization:
- Form 1023: For Section 501(c)(3) organizations with gross receipts over $50,000 or total assets over $250,000.
- Form 1023-EZ: Also applies to Section 501(c)(3) organizations–typically smaller nonprofits with gross receipts of $50,000 or less and assets under $250,000.
- Form 1024 or 1024-A: Organizations seeking tax-exemption under IRS sections other than 501(c)(3).
| Form | Due date | Fee | Filing Method |
|---|---|---|---|
|
IRS Form 1023 or 1023-EZ (For Section 501(c)(3) organizations) |
Within 27 months of forming the organization. |
Varies from $275 to $600 |
Online via Pay.gov |
|
IRS Form 1024 or 1024-A (For other organizations) |
State tax exemption
Once your nonprofit receives IRS 501(c) tax-exempt status, Virginia automatically recognizes your exemption from state corporate income tax. No separate application is required. You should retain your IRS determination letter and your Articles of Incorporation in your records in case of any review.
Nonprofits that obtained federal tax exemption under the IRC Section 501(c)(3), 501(c)(4), or 501(c)(19) can obtain an exemption from the Virginia sales and use tax by filing Form NP-1 - (Sales and Use Tax Exemption Application for Nonprofit Organizations) with the Virginia Department of Revenue.
Charitable organization registration
The State of Virginia requires charitable organizations to complete an initial and annual registration with the state by filing Form 102.
Filing Methods
- Online: Submit through the Virginia Department of Agriculture and Consumer Services Portal.
- Mail: You can complete Form 102 along with the remittance form and send it to the address mentioned below.
Virginia Department of Agriculture and Consumer Services,
Office of Charitable and Regulatory Programs,
P.O. Box 526,
Richmond,
VA 23218-0526.
| Form | Due Date | Fee | Filing Method |
|---|---|---|---|
|
Form 102 |
Initial: Within 90 days of receiving the IRS determination Annual: By the last day of the organization’s fiscal year |
$25 (Both initial and annual) |
What are the annual tax filing requirements for nonprofits in Virginia?
Nonprofits in Virginia must comply with both federal and state filing requirements to maintain their tax-exempt status and remain in good standing. Here's an overview of the key filing obligations:
Federal tax filing (IRS)
Even though your nonprofit may be exempt from paying federal income taxes under Section 501(c)(3), it still has annual filing requirements with the IRS:
-
Forms: The organization must file 990 series forms annually to stay compliant.
- Form 990-N: For smaller organizations with gross receipts $50,000 or less.
- Form 990-EZ: For organizations with gross receipts under $200,000 and total assets under $500,000.
- Form 990: For organizations with gross receipts ≥ $200,000 and total assets ≥ $500,000.
- Form 990-PF: For private foundations.
- Form 990-T: For organizations with any unrelated business income (UBI) of $1,000 or more.
- Due Date: The return is due on the 15th day of the 5th month after the fiscal year ends (for example, May 15 for a December 31 year-end).
- Filing Method: The IRS mandates e-filing for these forms.
Virginia State Tax Filing
Virginia recognizes federal tax exemption, but nonprofits must submit a copy of the IRS Form 990, 990-EZ, or 990-PF to the Virginia Department of Revenue (DOR) each year.
- Due Date: The 15th day of the 5th month after the close of the organization’s fiscal year.
- Filing Fee: No Fee
-
Filing Methods
- Online: Submit via the Virginia state portal.
- Mail: You can also mail the completed Paper Forms to the address below
Virginia Tax, Nonprofit Exemption Unit
P. O. Box 715
Richmond, Virginia 23218-0715.
Ready to e-file the 990 Form with the IRS?
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Frequently Asked Questions
Do I need to register for charitable solicitation?
Yes, if soliciting donations in Virginia, an annual renewal is required.
Does Virginia recognize a federal tax exemption?
Yes, but a copy of IRS Form 990, 990-EZ, or 990-PF must be submitted to Virginia Tax annually.
Do nonprofits file Form 990-N with Virginia Tax?
No, 990-N is not submitted; provide officer info and property estimates instead.
Yes, failing to file required forms or renew exemptions on time can result in:
- Loss of tax-exempt status.
- Ineligibility for certain exemptions.
To avoid these issues, ensure timely filing and compliance with all requirements.
Article Sources:
- Article of Incorporation - Form SCC619
- Charitable registration - Form 102