Virginia Corporate Kit

In whatever form you have chosen to charter it, your business should preserve crucial documents that comply with Virginia’s laws. One of the first things you should do if you are forming a corporation or limited liability company (LLC) is file documents with the state and pay the filing fee. Some states do not require partnerships to file, but under Virginia’s Uniform Partnership Act, you must register limited liability partnerships and foreign registered limited liability partnerships and pay a filing fee.

This registration document is available to anyone searching for information about your business on the Virginia Secretary of State website. It is the cornerstone to the many documents you should preserve in your Virginia corporate kit. At Sparks Law, a knowledgeable business lawyer can help you create this important repository.

What is a Corporate Kit?

A corporate kit contains not only a company’s registration filing but all documents over time that are meaningful to the business’s legal and financial dealings. A skilled Virginia lawyer can help tailor a corporate kit to the type of entity. For instance, corporations should include information about shareholders, and LLCs should discuss member interests. Even though it is traditionally called a corporate kit, all entities, including sole proprietorships, should retain essential documents.

Documents that Should Be in a Business Corporate Kit

In setting up a corporate kit, owners should include:

  • Articles of incorporation or organization for corporations and LLCs and articles of filing for certain partnerships with the Virginia Secretary of State
  • Corporate bylaws, LLC operating agreements, or partnership agreements
  • Name and address of the registered agent
  • Registration with the Department of Revenue concerning Employer Identification Number (EIN) and Internal Revenue information
  • Minutes of a corporation’s founders meeting naming directors, allocating founders’ shares, and adopting bylaws or minutes of an LLC’s initial meeting naming managing partners and adopting Articles of Organization
  • Names and addresses of shareholders, members, or partners
  • Directors’ or key employees’ employment contracts
  • Corporate seal, required in some professions (such as architects and land surveyors) under 18Virginia Administrative Code 10-20-760, optional for other businesses

A company’s Record Book is useful because shareholders can review the shareholder list, and accountants and lawyers can refer to it when needed. Management can also utilize the information to contact key shareholders during private placements, check on existing contracts, contact vendors and lenders, check entries in the employee handbook, and keep track of yearly filings with the Secretary of State. An experienced attorney could tailor a corporate kit to meet the needs of a growing business in Virginia.

Bylaws and Operating/Partnership Agreements are Necessary in VA

Company shareholders, directors, officers, members, or partners are not required to file corporate bylaws, LLC operating agreements, or partnership agreements with Virginia’s Secretary of State. Still, they are an important addition to the corporate kit because they serve as a roadmap for how the company will handle its business.

For example, under the Uniform Partnership Act, Virginia law will fill in the blanks if an issue arises and the partnership does not have a written agreement. It also supersedes some actions that partners may include in a written agreement. A local attorney can discuss and draft documents acceptable under Virginia law for a corporate kit.

Virginia Requires Yearly Reports

Businesses must file annual reports along with filing fees to maintain their active status in Virginia. Annual reports update changes such as new and retired directors, registered agents, and addresses. Annual reports should be part of a corporate kit that grows each year the business grows. Business owners should consult a nearby lawyer at Sparks Law to ensure the company’s repository contains all necessary documents comprising a corporate kit.

Retain a Virginia Lawyer to Help Create Your Corporate Kit

Your company records guide how you do business and shield you from misunderstandings. These documents track business contracts, legal obligations, the company’s financial picture, and fluidity of ownership.

Regardless of whether your company is a startup or a seasoned business, you need a repository for the books and records that govern your decisions and growth. Work with the team at Sparks Law on creating your Virginia corporate kit. Call our firm to schedule a consultation today.