Virginia Form SCC619 is the Articles of Incorporation of a Virginia Stock Corporation, the legal document every for-profit business that wants to become a stock corporation must file with the Virginia State Corporation Commission. Filing this one page is the act that legally creates your company. The moment the Commission accepts it, your corporation exists, your name is locked in, and your personal liability shield switches on.
This form looks short, but small errors here cause big delays. Virginia does not backdate a rejected filing, so a single mistake in your name, your registered agent, or your share count can push your start date back by days or weeks. With over 20,000 new businesses registering in Virginia each year, the Clerk’s Office sees the same avoidable errors again and again, and you do not want to be one of them.
Here is what you will learn in this guide:
- 📋 What each of the six Articles on Form SCC619 (Rev. 08/20) actually asks, in plain words
- 💸 How your share count drives your charter fee and how to avoid overpaying
- 🏢 The exact registered agent and registered office rules that trip up most first-time filers
- 🧾 Three real walkthroughs showing what named founders write in every box
- ✅ How to file online in real time, what it costs, and what to do the moment you are approved
What the Form Is and Who Must File It
Form SCC619 is the document that creates a Virginia stock corporation. A stock corporation is a business that issues shares of stock to owners called shareholders, who hold that stock hoping for dividends or a future sale at a profit. If you plan to run a profit-seeking business with owners, partners, or investors, this is your form. Nonprofits use a different document for Virginia nonstock corporations instead.
The form is required under Chapter 9 of Title 13.1 of the Code of Virginia, the Virginia Stock Corporation Act. This statute sets the minimum facts your articles must state, and the SCC will approve your filing only when those minimums are met. The plain-English meaning is simple: the state will form your corporation if you give it the required information correctly. Ignore one required field and the Commission rejects the whole filing, which means your corporation is not legally born until you fix and refile it. For example, Dana once left the registered agent qualification box blank, and her filing bounced back, delaying her bank account opening by a week.
A common misconception is that filing SCC619 protects your brand name everywhere. It does not. Acceptance only secures the name on the state’s entity list. It does not guarantee freedom from trademark infringement, so you should still run a federal trademark search before you commit.
Before You Start: Documents and Information You Need
Gather everything below before you open the form. The filing itself takes minutes once you have your facts ready, but stopping mid-way to hunt for an address or a share count is how mistakes slip in. Each item here maps to a box on the form, and a missing item usually means a rejection or a costly amendment later.
- Your exact corporate name with a designator. You need the full name ending in Corp., Inc., Co., Ltd., Corporation, Incorporated, Company, or Limited. Without a valid designator, the name fails.
- A name availability check. Search the Clerk’s Information System first, because a name that matches an existing entity will be rejected.
- Your authorized share count. This number sets your charter fee, so decide it on purpose, not at random.
- Share classes and rights, if any. If you want common and preferred stock, you need the count, designation, and rights for each class.
- Your registered agent’s full legal name. This person or company receives lawsuits for you and must meet a specific qualification.
- The registered office street address in Virginia. It must match the agent’s business office, so confirm it before filing.
- The county or independent city of that office. Virginia treats cities and counties as separate jurisdictions, and you must name the right one.
- Names and addresses of initial directors, if naming any. You only need these if your agent qualifies as a director or you want directors effective at formation.
- Incorporator name and signature. At least one incorporator must sign and date the form, or it is invalid.
- Payment method. Have a credit card or eCheck ready for online filing, or a check for mail.
If any single item is missing, the safest move is to wait until you have it. A blank required box does not get a friendly phone call from the Clerk’s Office; it gets a rejection notice, and your effective date resets to the day you refile.
Where to Get the Form and How to Access It
The official Form SCC619 (Rev. 08/20) lives on the SCC’s Virginia Stock Corporations page, where you can download the fillable PDF and its instructions. Always pull the form from this state source rather than a random third-party site, because outdated versions still float around the internet and the Commission rejects forms that do not meet current formatting rules.
The faster path is to skip the PDF entirely and file through the Clerk’s Information System, known as CIS. The online system builds your articles for you in real time, asks the same questions the paper form does, and forms your stock corporation instantly upon payment. You create a free account, choose “Stock Corporation,” then “Articles of Incorporation,” and the system walks you through each field.
If you prefer paper, download the PDF, type or print your answers in black ink on white 8.5” x 11” paper, sign it, and mail or deliver it with a check. The mailing address is State Corporation Commission, Clerk’s Office, P.O. Box 1197, Richmond, VA 23218-1197. Courier deliveries go to 1300 E. Main St, 1st floor, Richmond, VA 23219. The CIS route is almost always faster and cheaper to process, which is why most filers now start there.
Step-by-Step: How to Fill Out Form SCC619 Line by Line
The form opens with one line: “Pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, the undersigned state(s) as follows.” That sentence is preprinted, so you do not write anything there. It simply tells the reader that everything below is filed under the Virginia Stock Corporation Act. Below it sit six numbered Articles and a signature block. Work through them in order, because each one builds on the last.
Article I — The Corporation’s Name
This box asks for the exact legal name your corporation will use. It is the single most important entry on the form, because it is what the state checks first.
To answer it, write your full business name and end it with a required corporate designator: Corporation, Incorporated, Company, Limited, or the abbreviations Corp., Inc., Co., or Ltd. Type the name exactly as you want it to appear forever on the public record. For example, Marcus writes Blue Ridge Robotics, Inc. on the name line.
A nuance to watch is distinguishability. Your name must be clearly different from every other entity on file with the Commission, including LLCs and partnerships, not just other corporations. Check it on CIS before you file, since “Blue Ridge Robotics Inc.” and “Blue Ridge Robotic, Incorporated” may be treated as too similar.
The most common mistake here is leaving off the designator. If Marcus writes only Blue Ridge Robotics, the Commission rejects the articles outright, and his formation date slips. A widespread misconception is that approval of your name protects you from trademark claims. It does not, so a separate trademark search is still wise.
Article II — Shares the Corporation Can Issue
This Article asks how many shares of stock your corporation is authorized to issue. Authorized means the ceiling you are allowed to create, not the number you must hand out on day one.
To answer it, write a single whole number on the share line. If you want only one class of stock, that number is all you need. For example, Priya writes 1,000,000 because she wants room to bring in future investors while issuing far fewer shares now.
The key nuance is that this number drives your charter fee. The fee is $50 for each 25,000 shares or fraction thereof up to 1 million shares, and a flat $2,500 above 1 million. So 1,000,000 authorized shares costs the full $2,000 charter fee, while 25,000 shares costs only $50. If you want more than one class, state for each class its number of shares, a distinguishing designation such as common or preferred, and that class’s preferences, rights, and limitations, often on an attached page.
The most common mistake is authorizing far more shares than you need and overpaying the charter fee for nothing. A frequent misconception is that you must issue every authorized share; in truth, you can authorize 1,000,000 and issue just 300 to yourself, keeping the rest in reserve.
Article III — Initial Registered Agent
This Article names the person or company whose sole job is to receive lawsuits and official notices for your corporation. Part A asks for the agent’s name; Part B asks you to mark the box showing how that agent qualifies.
To answer Part A, write the registered agent’s full legal name. For Part B, mark exactly one box: option (1) for an individual who is a Virginia resident and either an initial director of the corporation or a member of the Virginia State Bar, or option (2) for a domestic or foreign corporation, LLC, or registered LLP authorized to do business in Virginia. For example, Priya names her co-founder David Chen and marks the box for a Virginia-resident initial director.
A nuance many founders miss is that your corporation cannot serve as its own registered agent. You also cannot name a friend in another state, since the agent must be a Virginia resident or a Virginia-authorized entity. Many founders hire a commercial registered agent service to keep their home address off the public record.
The most common mistake is leaving the Part B qualification box unchecked, which triggers an automatic rejection. A common misconception is that the registered agent runs the company; in reality, the agent only receives legal mail and has no management power at all.
Article IV — Initial Registered Office Address
This Article asks for the street address of your registered office and the local jurisdiction where it sits. Part A is the address; Part B is the county or city.
To answer Part A, write the number and street, the city or town, “VA,” and the ZIP code on the address line. This address must be identical to the registered agent’s business office. For Part B, mark whether it is in a county or an independent city and write that jurisdiction’s name. For example, David Chen lists 200 Granby St, Norfolk, VA 23510 and marks the city of Norfolk.
A nuance to know is the box-and-route rule. You may use a rural route and box number only if the location has no street address, and a post office box only when there is no street address or rural route, or when the town has 2,000 or fewer residents. For most filers, a real street address is required.
The most common mistake is listing an address that does not match the agent’s actual office, which makes the filing defective. A frequent misconception is that Virginia counties and independent cities are interchangeable; they are separate jurisdictions, so naming the wrong one creates a service-of-process problem.
Article V — Principal Office Address (Optional)
This Article asks for the address of your corporation’s principal executive offices, where it keeps key corporate records. The form marks it (Optional), so you may leave it blank, but completing it helps banks and agencies find you.
To answer it, write the number and street, city or town, state, and ZIP for your main office. This office can be outside Virginia, unlike the registered office. For example, Marcus enters 55 Innovation Way, Blacksburg, VA 24060 as his principal office.
A nuance worth noting is the address-type rule again: you may use a rural route and box number only if there is no street address, and a post office box is never allowed here. So a P.O. box in this Article will get the entry rejected even though the whole Article is optional.
The most common mistake is dropping a P.O. box into this line, which voids the entry. A common misconception is that the principal office must sit in Virginia like the registered office; it does not, and an out-of-state headquarters is perfectly fine.
Article VI — Initial Directors
This Article lists the names and addresses of your corporation’s initial directors. You only need to complete it in specific situations, but many founders fill it in on purpose.
To answer it, write each director’s name and full address in the table. You must list directors here if your registered agent’s qualification is that of an initial director, and listing them makes the board effective the moment the corporation forms. For example, Priya lists David Chen, 200 Granby St, Norfolk, VA 23510 because David is both the agent and a director.
A nuance is that naming directors here is otherwise optional. If you leave it blank, your incorporator simply appoints the first directors at the organizational meeting instead. Either path is valid, but the two must stay consistent with your Article III choice.
The most common mistake is checking the “initial director” agent box in Article III but leaving Article VI empty, which makes the filing internally inconsistent and subject to rejection. A common misconception is that listing directors here locks them in permanently; in reality, the board can change later under your bylaws.
Signature Block — Incorporator(s)
The final section requires the signature, printed name, and date of each incorporator, with optional phone and email fields. The incorporator is the person who signs and delivers the articles and then organizes the company.
To answer it, each incorporator signs, prints their name, and writes the date. You may have more than one incorporator. For example, Marcus signs his name, prints Marcus Bell, and dates it 06/03/2026. If an incorporator is a business entity, write the entity’s name, your printed name, and your role within it.
A nuance: adding an email address speeds everything up, because the Commission sends your corporation’s PIN to that email instead of by slower regular mail. That PIN is what you use for future online transactions, so do not skip the optional email.
The most common mistake is forgetting to date the signature, which makes the execution incomplete and stalls the filing. A common misconception is that the incorporator must be an owner, officer, or director; in fact, the incorporator can be any adult, including your attorney or a formation service, and need not own a single share.
Three Filled-Out Examples Using Real Scenarios
Below are three founders filling out SCC619 from start to finish. Each shows what goes in the major sections so you can see the form in action.
Scenario 1: Marcus, a solo tech founder with simple common stock
| Form Section | What Marcus Enters |
|---|---|
| Article I — Name | Blue Ridge Robotics, Inc. |
| Article II — Shares | 100,000 shares (charter fee $200) |
| Article III(A) — Agent name | Marcus Bell |
| Article III(B) — Qualification | Box (1): Virginia resident and initial director |
| Article IV(A) — Registered office | 55 Innovation Way, Blacksburg, VA 24060 |
| Article IV(B) — Jurisdiction | County of Montgomery |
| Article V — Principal office | 55 Innovation Way, Blacksburg, VA 24060 |
| Article VI — Initial directors | Marcus Bell, 55 Innovation Way, Blacksburg, VA 24060 |
| Signature | Marcus Bell, dated 06/03/2026 |
Scenario 2: Priya, a startup with two share classes and a service agent
| Form Section | What Priya Enters |
|---|---|
| Article I — Name | Tidewater Health Labs Corporation |
| Article II — Shares | 900,000 common and 100,000 preferred, rights on attached page (charter fee $2,000) |
| Article III(A) — Agent name | Northwest Registered Agent LLC |
| Article III(B) — Qualification | Box (2): LLC authorized to transact business in Virginia |
| Article IV(A) — Registered office | 4445 Corporation Ln, Virginia Beach, VA 23462 |
| Article IV(B) — Jurisdiction | City of Virginia Beach |
| Article V — Principal office | 800 Market St, San Francisco, CA 94102 |
| Article VI — Initial directors | Left blank; directors named at organizational meeting |
| Signature | Priya Nair, dated 06/03/2026 |
Scenario 3: The Ortega family business naming a board
| Form Section | What Carlos Enters |
|---|---|
| Article I — Name | Ortega Family Foods Co. |
| Article II — Shares | 25,000 shares (charter fee $50) |
| Article III(A) — Agent name | Carlos Ortega |
| Article III(B) — Qualification | Box (1): Virginia resident and initial director |
| Article IV(A) — Registered office | 12 Main St, Abingdon, VA 24210 |
| Article IV(B) — Jurisdiction | Town in Washington County |
| Article V — Principal office | 12 Main St, Abingdon, VA 24210 |
| Article VI — Initial directors | Carlos Ortega and Sofia Ortega, both at 12 Main St, Abingdon, VA 24210 |
| Signature | Carlos Ortega, dated 06/03/2026 |
How to File the Completed Form
You can file SCC619 online, by mail, or by courier, and each channel has its own steps, fees, and proof. Online is the only real-time option, so most founders choose it.
To file online, log in to the Clerk’s Information System, select Stock Corporation, then Articles of Incorporation, and answer each prompt. Pay the $25 filing fee plus your charter fee with a credit card or eCheck. The system forms your corporation instantly and emails you a stamped confirmation, which is your proof of filing. Save that PDF and your assigned PIN.
To file by mail, send the signed original to State Corporation Commission, Clerk’s Office, P.O. Box 1197, Richmond, VA 23218-1197, with a check payable to State Corporation Commission. Never send cash. Mailed filings usually process in about 3 to 5 business days, not counting return mail, so keep a copy and your check number as your record.
To file by courier, deliver to 1300 E. Main St, 1st floor, Richmond, VA 23219. If you need speed on a paper filing, add Form SCC21.2 on top of your packet and pay $100 for next-day or $200 for same-day expedited service. Whatever channel you pick, keep your stamped articles in a safe place, because banks and the IRS will ask for them.
What Happens After You File
Once the Commission accepts your articles, your corporation legally exists and your name is reserved on the public record. The SCC sends you a stamped copy of the filed articles and a PIN, which you use to manage future filings inside CIS. Treat that stamped copy as a founding document and store it with your corporate records.
Your next moves come quickly. You will apply for a Federal Tax ID using IRS Form SS-4 to get your EIN, open a business bank account, and hold an organizational meeting to adopt bylaws, elect officers, and issue stock. If you want pass-through taxation, file IRS Form 2553 within 75 days of formation to elect S-corporation status. You will also register for state taxes with the Virginia Department of Taxation if you hire employees or sell taxable goods.
Going forward, your corporation must pay an annual registration fee and stay in good standing, or the SCC can administratively dissolve it. For example, Priya sets a calendar reminder for her registration anniversary so her startup never lapses. Missing that deadline is one of the most common ways young corporations lose their legal status.
Mistakes to Avoid When Filling Out the Form
Each of these errors is common, and each carries a real cost. Read them before you file, since fixing a problem after submission is far harder than catching it now.
- Leaving off the corporate designator in Article I. The Commission rejects the name and resets your effective date.
- Choosing a name too similar to an existing entity. CIS blocks the filing until you pick a distinguishable name.
- Authorizing far more shares than needed. You overpay the charter fee, possibly by hundreds or thousands of dollars.
- Forgetting to mark the Article III(B) qualification box. The filing is rejected as incomplete.
- Naming the corporation as its own registered agent. The articles are invalid and bounce back.
- Listing a registered office that does not match the agent’s office. The filing is defective and gets returned.
- Using a P.O. box in Article V. The principal office entry is rejected because P.O. boxes are banned there.
- Naming the wrong county or independent city in Article IV(B). Service of process can fail, exposing you to default judgments.
- Checking the “initial director” agent box but leaving Article VI blank. The filing is internally inconsistent and rejected.
- Forgetting to sign or date the incorporator block. The execution is incomplete and the filing stalls.
- Putting a Social Security number anywhere on the form. The record is public, so you expose yourself to identity theft.
- Downloading an outdated version of the form. Old formatting fails current SCC paper standards and is rejected.
Do’s and Don’ts
These quick rules keep your filing clean and your corporation compliant from day one.
Do:
- Do search your name on CIS first, because a conflict guarantees rejection.
- Do file online through CIS, since it forms your corporation in real time.
- Do calculate your charter fee from your share count, so there are no payment surprises.
- Do confirm your registered office matches your agent’s office, to avoid a defective filing.
- Do provide an email in the signature block, because it speeds your PIN delivery.
- Do save your stamped articles and PIN, since banks and the IRS will demand proof.
Don’t:
- Don’t name your own corporation as registered agent, because the law forbids it.
- Don’t authorize a million shares “just in case,” since it inflates your fees.
- Don’t use a P.O. box for the principal office, as the form bans it.
- Don’t include any Social Security number, because the filing is public.
- Don’t assume name approval grants trademark rights, since those are separate.
- Don’t forget the annual registration fee, or the state can dissolve your corporation.
Pros and Cons of Filing on Your Own vs. With Help
Many founders can file SCC619 alone, but complex ownership structures may justify hiring help. Weigh both paths before you decide.
Pros of filing on your own:
- You save money, because you avoid attorney and service fees.
- You move fast, since CIS forms simple corporations in real time.
- You learn your own company structure deeply by doing the work.
- You keep full control over every entry on the public record.
- You handle straightforward single-class share setups with ease.
Cons of filing on your own:
- You risk costly errors, because no professional reviews your articles.
- You may mishandle multiple share classes, which need precise rights language.
- You expose your home address unless you arrange a registered agent service.
- You can misjudge your share count and overpay the charter fee.
- You miss tax-planning advice that an attorney or CPA would add.
How Stock and Nonstock Corporations Differ
Founders often confuse which form to file. This quick comparison shows why most for-profit businesses use SCC619.
| Stock Corporation (Form SCC619) | Nonstock Corporation |
|---|---|
| Issues shares of stock to shareholders | Has no stock; may have members instead |
| Built for profit-seeking businesses | Built for nonprofits, clubs, and charities |
| Owners can receive dividends | Cannot distribute income to members |
| Charter fee based on authorized shares | Flat lower filing fee structure |
| Governed by Chapter 9 of Title 13.1 | Governed by Chapter 10 of Title 13.1 |
FAQs
Do I have to include “Inc.” or “Corp.” in my corporate name?
Yes. Your name must end with Corporation, Incorporated, Company, Limited, or an abbreviation like Corp., Inc., Co., or Ltd. Without a designator, the Commission rejects the articles.
Can my corporation be its own registered agent?
No. Virginia law forbids it. Your registered agent must be a qualified Virginia resident or a Virginia-authorized business entity that meets one of the listed qualifications in Article III.
Do I write the number I will issue or the number I am authorized to issue in Article II?
No, not the issued number. Article II asks only for authorized shares, the ceiling you may issue. You can hand out far fewer shares than you authorize.
Does the registered office address have to match the registered agent’s address?
Yes. Article IV requires the registered office to be identical to the registered agent’s business office. A mismatch makes your filing defective and gets it returned.
Can I use a P.O. box for the principal office in Article V?
No. A post office box is never allowed in Article V. You may use a rural route and box number only if there is no street address.
Do I have to name initial directors in Article VI?
No, not always. You must name them only if your registered agent qualifies as an initial director. Otherwise it is optional and directors can be appointed later.
What does it cost to file Form SCC619?
Yes, there is a cost: a $25 filing fee plus a charter fee of $50 per 25,000 authorized shares, capped at $2,500 for more than 1 million shares.
Can I file the articles online?
Yes. The Clerk’s Information System at cis.scc.virginia.gov forms your stock corporation in real time once you pay by credit card or eCheck, with no extra processing fee.
Do I need an attorney to file?
No. You can file SCC619 yourself. Many founders use the online system alone, though complex share structures or tax planning may make professional help worthwhile.
Will filing protect my business name as a trademark?
No. Acceptance only secures the name on the state entity list. It does not stop trademark infringement claims, so run a separate trademark search.
Can my principal office be outside Virginia?
Yes. The principal office in Article V may sit in any state. Only the registered office in Article IV must be a Virginia address.
How fast is the filing processed?
Yes, speed varies: online filings form in real time, mailed filings take about 3 to 5 business days, and expedited paper service costs $100 next-day or $200 same-day.
Should I put my Social Security number anywhere on the form?
No. Never include a Social Security number. These filings are public records, so adding one exposes you to identity theft.
What happens after the SCC accepts my articles?
Yes, action follows: your corporation exists, you receive a stamped copy and PIN, and you then get an EIN, open a bank account, and hold an organizational meeting.
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