Virginia calls it a "nonstock corporation," and small all-volunteer groups get a real exemption from charitable registration. Here's the whole path.
Virginia requires charitable solicitation registration for most nonprofits, but it has one of the more generous small-organization exemptions in the country. If your organization does not intend to, and does not actually, receive more than $25,000 in total contributions in a calendar year, and all of your fundraising is run by unpaid volunteers (no paid staff or contractors touching solicitation), you can file for an exemption instead of full registration.
That $25,000 threshold applies to your organization's total contributions nationwide, not just money raised from Virginia residents. And if you qualify for the exemption via Form 100, you generally don't have to renew it every year the way full registrants do. For a brand-new, all-volunteer nonprofit that hasn't started large-scale fundraising yet, this is genuinely good news, not every state gives small orgs this kind of breathing room.
Your name must be distinguishable in the State Corporation Commission's records from every other active business entity name in Virginia. Names can use standard keyboard characters, with a short list of symbols excluded. Check availability through the SCC's entity search before filing.
Virginia nonprofits are called nonstock corporations and file with the Virginia State Corporation Commission (SCC), not a Secretary of State (Virginia doesn't route business filings through that office).
Virginia law allows a board of just one individual, with the exact number fixed in your bylaws or articles. As with Arizona, most new nonprofits still choose three or more for practical governance and IRS-application reasons, but the statutory floor is one.
Virginia uses the standard "registered agent" term. Your articles must list the registered office's street address and the registered agent's name. The agent must be either a Virginia resident who is also a director of the corporation, a member of the Virginia State Bar, or a business entity authorized to transact business in Virginia. The registered office must be a real physical location, since SCC communications are sent there.
Once your Virginia articles are approved, get your EIN from the IRS (free, online), then file Form 1023 or 1023-EZ for federal 501(c)(3) recognition. Full walkthrough in our First 90 Days checklist.
Virginia's charitable registration is handled by the Office of Charitable and Regulatory Programs (OCRP), part of the Virginia Department of Agriculture and Consumer Services (VDACS), not the Attorney General. Before soliciting in Virginia, review Form 100 to see if you qualify for the small-organization exemption described above. If you don't qualify, file Form 102, the full Charitable Organization Registration Statement.
Confirm current treatment directly with Virginia Tax's Nonprofit Organizations page; state guidance separates income tax treatment from the sales-and-use tax exemption process below, and specifics can vary by organization type. Check Virginia Tax's nonprofit page for your exact situation before assuming automatic treatment.
Virginia offers a retail sales and use tax exemption to qualifying 501(c)(3) organizations, but you generally need to apply for it rather than assume it applies automatically. Most organizations apply using Form NP-1, the Sales and Use Tax Exemption Application for nonprofits, through Virginia Tax. A narrower self-issued certificate, Form ST-13A, exists specifically for churches claiming the exemption under Virginia Code Section 58.1-609.10(16); it is not the general-purpose form for other 501(c)(3) organizations.
Check with Virginia Tax directly for which application form and category fit your specific organization before purchasing tax-free.
Virginia nonstock corporations must file an annual report with the SCC by the last day of their incorporation anniversary month, along with a flat $25 annual registration fee. Miss it, and a $10 late penalty applies; if it stays unpaid through the fourth month after the due date, the SCC automatically terminates the corporation's existence.
You still owe the IRS your annual Form 990-N, 990-EZ, or full Form 990 depending on revenue and assets. Miss three consecutive years and the IRS automatically revokes your 501(c)(3) status. Details in our First 90 Days checklist.
Fundraising across more than one state? See our charitable registration guide for the full state-by-state picture. Quick factual question? Check our FAQ first.