Fill and Sign the Professional Corporation Package for Virginia Virginia Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. COMMONWEALTH OF VIRGINIA PROFESSIONAL CORPORATION Control Number: VA-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction & Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION for LICENSED PROFESSIONALS COMMONWEALTH OF VIRGINIA Electronic Version Statutory Reference CODE OF VIRGINIA, Title 13.1, Chapter 7 (Professional Corporations) CODE OF VIRGINIA, Title 13.1, Chapter 9 (Virginia Stock Corporation Act) http://leg1.state.va.us/cgi-bin/legp504.exe?000+cod+TOC1301000 Introduction & Law Summary A Virginia professional corporation organized to engage in the practice of a state-licensed profession is controlled generally by the provisions CODE OF VIRGINIA, Title 13.1, Chapter 9 (Virginia Stock Corporation Act) and specifically by the provisions CODE OF VIRGINIA, Title 13.1, Chapter 7 (Professional Corporations). Additionally, the corporation is subject to the statutory requirements CODE OF VIRGINIA, Title 54.1 (Professions and Occupations) and the rules and regulations of the Virginia board/governing entity for the profession. A "professional corporation" is a corporation organized to engage in the practice of a profession and whose articles of incorporation set forth the sole and specific professional purpose of rendering the professional services associated with the profession. An individual or group of individuals duly licensed or otherwise legally authorized to render the same professional services within the Virginia may organize and become a shareholder or shareholders of a professional corporation. A professional corporation may, but is not required to, use the initials "P.C." immediately after its corporate name, or such initials may, but are not required to, be contained in the corporate name in the place of any word or abbreviation required by subsection A of § 13.1-630, to indicate that the corporation is organized under and subject to the provisions of CODE OF VIRGINIA, Title 13.1, Chapter 7 (Professional Corporations) No professional corporation may render professional services except through its officers, employees and agents who are duly licensed or otherwise legally authorized to render such professional services, and only shareholders, officers, employees, and agents licensed or otherwise legally qualified in the Commonwealth of Virginia may perform the professional service in Virginia. However, this does not preclude clerks, secretaries, bookkeepers, technicians and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional service to the public for which a license or other legal authorization is required, from acting as employees of a professional corporation and performing their usual duties or from acting as officers of a professional corporation. Practicing a profession as a professional corporation does not alter or affect the professional relationship between a person furnishing professional services and a person receiving such service either with respect to liability arising out of such professional service or the confidential relationship (if any) between the person rendering the professional service and the person receiving such professional service, and any such confidential relationships enjoyed under the laws of Virginia remain inviolate. A director, officer, agent or employee of a professional corporation is not, by reason of being any director, officer, agent or employee of a professional corporation, personally liable for any debts or claims against, or the acts or omissions of the professional corporation or of another director, officer, agent or employee of the professional corporation. The professional corporation is liable for the acts or omissions of its directors, officers, agents, employees and servants to the same extent to which any other professional corporation would be liable for the acts or omissions of its directors, officers, agents, employees and servants while they are engaged in carrying on the corporate business. A professional corporation may not engage in any business other than the rendering of the professional services for which it was specifically incorporated. However, a professional corporation is not prohibited from investing its funds in real estate, mortgages, stocks, bonds or any other type of investments, from owning real or personal property, or from exercising any other investment power granted to professional corporations. A professional corporation may issue capital stock only to an individual who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the professional corporation was incorporated. A professional corporation may issue its stock to a partnership each of the partners of which is duly licensed or otherwise legally authorized to render the same professional services as those for which the professional corporation was organized. No shareholder of a professional corporation may sell or transfer his shares in the professional corporation except to the professional corporation itself or to another individual who is eligible to be a shareholder of the professional corporation or to a qualified charitable remainder trust (a "qualified charitable remainder trust" is a trust meeting the requirements of § 664 of the United States Internal Revenue Code). If any officer, shareholder, agent or employee of a professional who has been rendering professional service to the public becomes legally disqualified to render such professional services within this Virginia, he must immediately sever all employment with, and financial interests in such professional corporation. A professional corporation's failure to require compliance with this provision constitutes a ground for the forfeiture of its articles of incorporation and its dissolution by the State Corporation Commission. A professional corporation is governed by a board of directors, which shall have the full management of the business and affairs of the professional corporation and continuing exclusive authority to make management decisions on its behalf. No shareholder has the power to bind the professional corporation within the scope of its business or profession merely by virtue of his being a shareholder. All members of the board of directors must be licensed or otherwise duly authorized to render the professional services of the professional corporation. The board of directors must consist of one or more shareholders. The number of directors is fixed by the bylaws. The number of directors may be increased or decreased from time to time by amendment of the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation. The provisions of Chapter 9 (§ 13.1-601 et seq.) are applicable to professional corporations. When a conflict arises between the provisions found in Chapter 9 and the provisions of Chapter 7, the provisions of Chapter 7 control. * * * PRIOR TO RESERVING A CORPORATE NAME OR FILING THE ARTICLES OF INCORPORATION FORMING A PROFESSIONAL CORPORATION, YOU SHOULD CONTACT THE VIRGINIA BOARD/GOVERNING ENTITY FOR YOUR PROFESSION TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS, AND ANY SPECIAL CERTIFICATION REQUIREMENTS FOR FORMING A PROFESSIONAL CORPORATION. * * * Forms List The following forms are available for download with this package.  VA-NAMERESV: Application for Reservation of Entity Name  VA-00INCP: Articles of Incorporation  VA-PC-TL: Sample Transmittal Letter  VA-PC-OM: Sample Organizational Minutes  VA-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  VA-PC-AM : Sample Annual Minutes  VA-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the Commonwealth of Virginia is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Virginia Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: See FORM: VA-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Organization are not rejected because the name you have selected is not available You may skip this step and go to Step 2, but if the name you have selected is not available, the Articles of Organization will be rejected and returned to you. Follow the instructions on the form. FOR MAIL DELIVERY: Clerk of the State Corporation Commission P.O. Box 1197 Richmond, Virginia 23218-1197 Step 2: Once you have reserved a corporate name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Incorporation. See FORM: VA-00INCP ARTICLES OF INCORPORATION Detailed instructions are included with the form. Step 3: Mail the original and one copy of the Articles of Incorporation along with the $25.00 filing fee and the calculated Charter Fee (make check payable to the State Corporation Commission) , to FOR MAIL DELIVERY: Clerk of the State Corporation Commission P.O. Box 1197 Richmond, Virginia 23218-1197 FOR HAND DELIVERY: Clerk of the State Corporation Commission 1300 East Main Street Richmond, Virginia 23219 Telephone: (804) 371-9733 A sample cover letter to send with the articles is below. Make sure you include an original and one copy in order to have a copy returned to you. See FORM: VA-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: VA-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: VA-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: VA-PC-AM General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: VA-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. 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