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BUSINESS REGISTRATION GUIDE A Cooperative Effort By: The State Corporation Comm

BUSINESS REGISTRATION GUIDE A Cooperative Effort By: The State Corporation Commission The Virginia Employment Commission The Department of Taxation 8th Edition 2005 COMMONWEALTH OF VIRGINIA Welcome to Virginia’s business community. This guide is designed for new businesses operating in the Commonwealth or deriving income from Virginia sources. You are required to register with several state and local agencies, and to help you in the process, the State Corporation Commission (SCC), the Virginia Employment Commission (VEC), and the Department of Taxation (TAX) have developed this guide. Included is a flowchart of the seven steps to follow in registering a new business. Immediately following is a brief explanation of each step and a list of registration requirements for the SCC, VEC, and TAX. Also included is a brief description of other agencies you may need to contact before opening a new business. And finally, registration forms and instructions are also enclosed. Information in this guide is current as of July 2005 and is believed to be accurate. It may be advisable to contact the contributing agency for the most current information. Agency contact information is contained within the guide. The Virginia Business Information Center (VBIC), a division of the Department of Business Assistance, is another resource that can serve as a “one stop” gateway for answers to your questions and information on how to obtain assistance and action from state government agencies and their programs. Website: www.dba.virginia.gov; E-mail: vbic@dba.virginia.gov. Toll free: 1 (866) 248-8814 Direct: (804) 371-0438 NOTE: This guide is intended only to provide answers to the basic or most frequently asked questions concerning business registration requirements. It is not intended to provide advice on which business type best suits your needs or how to start up and operate a business. To ensure that you will operate your business within the law and in a manner to best protect your interests, you should seek legal or other professional advice as may be appropriate. INTRODUCTION iii TABLE OF CONTENTS INTRODUCTION…………………………………………………………………………...iii REGISTRATION PROCESS FLOW CHART…….…………………………………….v STEP 1: Determine Your Business Entity Type…………………………………...1 STEP 2: Registration Requirements for the State Corporation Commission………………………………………………….5 State Corporation Commission Forms STEP 3: Determine if You Are Required to Obtain a Federal Employer Identification Number (EIN)…………………………………...9 Internal Revenue Service Forms STEP 4: Determine if You Will be Liable for Unemployment Tax………………11 Registration Requirements for the Virginia Employment Commission………………………………………12 Virginia Employment Commission Forms STEP 5: Registration Requirements for the Virginia Department of Taxation………………………………………………….13 Department of Taxation Forms STEP 6: Contact Your Local Commissioner of the Revenue or Town Administrator to Satisfy Local License Tax Requirements……………………………………………...17 STEP 7: Contact Other State Agencies to Determine Which Licenses or Permits Apply……………………………………………....18 TABLE OF CONTENTS iv REGISTRATION PROCESS STEP 1 Determine Business Entity Type General Partnership, Limited Partnership, Corporation, Business Trust, or Limited Liability Company? NO Sole Proprietorship YES STEP 3 STEP 2 Register with the State Corporation Commission Obtain a Federal Employer Identification Number STEP 4 Will you be liable for Virginia Unemployment Tax? NO YES STEP 5 Register with the Department of Taxation (Complete Form R-1) Register with the Virginia Employment Commission (Complete Form VEC-FC-27) STEP 6 Satisfy local license requirements STEP 7 Contact other State agencies CHART v State and local registration will vary depending on the business entity type. In order to complete the necessary registration forms, you must first determine which of these categories applies to your business. The most common forms of business entities are described below and on the following pages. SOLE PROPRIETORSHIP A sole proprietorship is an unincorporated business that is owned and operated by one person. This person is entitled to all profits and is personally liable for all obligations of the business. GENERAL PARTNERSHIP A general partnership (sometimes simply referred to as “a partnership”) is an association of two or more persons to carry on as co-owners a business for profit. Each partner contributes money, property, and/or services, and agrees to share in the profits or losses of the business. Ordinarily, each partner is liable for all obligations of the partnership. LIMITED PARTNERSHIP A limited partnership is a partnership formed by two or more persons and having at least one general partner and one limited partner. General partners retain control over the management of the limited partnership and, ordinarily, are liable for all obligations of the limited partnership. Limited partners invest money, property and/or services in the business and are entitled to share in the profits or losses. The limited partners' liability usually is limited to the extent of their investment. A Virginia limited partnership is created by filing a Certificate of Limited Partnership with the State Corporation Commission. A limited partnership created under the laws of another state, country or jurisdiction is called a foreign limited partnership. It must register with the State Corporation Commission before it transacts business in Virginia. DETERMINE YOUR BUSINESS ENTITY TYPE STEP 1 1 CORPORATION A corporation is an entity with a legal existence apart from its owners. Corporations must comply with federal laws and with the laws of each state in which business is conducted. Under Virginia corporate law, corporations are classified as stock or nonstock and domestic or foreign. A domestic corporation is a stock or nonstock corporation created under Virginia law by filing articles of incorporation with the State Corporation Commission. A foreign corporation is a stock or nonstock corporation created under the laws of another state, country or jurisdiction. Every foreign corporation must register with the State Corporation Commission before transacting business in Virginia. A stock corporation is authorized to issue shares of stock to raise capital and usually is organized for profit. A nonstock corporation is not authorized to issue shares of stock and usually is organized for not-for-profit purposes. A professional corporation is one type of corporation which may be organized and authorized to do business in Virginia as a stock or nonstock corporation. It consists of a group of people authorized to perform certain professional services in the corporate form. Virginia law limits such services to the personal services rendered by the following: pharmacists, optometrists, physical therapists, physical therapist assistants, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law, insurance consultants, audiologists or speech pathologists, and clinical nurse specialists. BUSINESS TRUST A business trust is an unincorporated business, trust or association governed by a governing instrument that provides for the property or activities of the business trust to be owned, managed or carried on by at least one trustee for the benefit of at least one beneficial owner. It is a separate legal entity whose beneficial owners are normally entitled to the same limitation of personal liability as are shareholders of a Virginia stock corporation. A domestic business trust is created under Virginia law by filing articles of trust with the State Corporation Commission. A foreign business trust is created under the laws of another state, country or jurisdiction. Every foreign business trust must register with the State Corporation Commission before transacting business in Virginia. STEP 1 2 LIMITED LIABILITY COMPANY A limited liability company is an unincorporated association usually having one or more members. It is a separate legal entity that limits the personal liability of all of its owners. Internal Revenue Service regulations allow a limited liability company to choose whether to be taxed as a corporation or as a partnership. A domestic limited liability company is created under Virginia Law by filing articles of organization with the State Corporation Commission. A foreign limited liability company is created under the laws of another state, country or jurisdiction. Every foreign limited liability company must register with the State Corporation Commission before transacting business in Virginia. A professional limited liability company is organized to perform a professional service in the LLC form. The personal services authorized to be performed are the same as those listed under the professional corporation category. FREQUENTLY ASKED QUESTIONS • What is a Registered Agent? This is the person upon whom legal process or notice directed to the business en- tity can be served. The registered agent's sole statutory duty is to forward to the business entity such process or notice. A business entity is deemed to have re- ceived legal process or notice when it is served on its registered agent. To qualify as the registered agent of a business entity, the registered agent must have a busi- ness office in Virginia. If the registered agent is an individual, the individual must be a resident of Virginia. The registered agent may also be a Virginia or foreign stock or nonstock corporation, limited liability company or registered limited liability part- nership that is authorized to transact business in Virginia. • What is the purpose of identifying the city or county in which the registered office is located? To facilitate service of process on the registered agent, the Code of Virginia re- quires disclosure of the jurisdiction in which the registered office is located. uploads/Industriel/ virginia-business-guide.pdf