Fill Out Your Scc544 Form

What is the SCC544 form and why do I need it?

The SCC544 form is used to create a Virginia Professional Stock Corporation. This form outlines the corporation's founding details, including its name, the professional services it will provide, share structure, and names of directors. If you're planning to render a professional service in Virginia, like law, medicine, or engineering, you must file this form to operate legally as a professional corporation in the state.

What are the filing fees associated with the SCC544 form?

Filing fees for the SCC544 include a charter fee and a filing fee. If your corporation has up to 1 million authorized shares, the charter fee is $50 for every 25,000 shares or a fraction thereof. For corporations with more than 1 million shares, the charter fee is a flat rate of $2,500. Additionally, there's a $25 filing fee. It’s important to note that filing online incurs no extra processing fees, making it a convenient option.

What information do I need to provide regarding the corporation's name?

The name of your corporation must include specific designations like "Corporation," "Incorporated," or "Limited." Alternatively, designations like "PC," standing for Professional Corporation, are also acceptable. You must ensure that the proposed name is distinguishable from other entities on record with the State Corporation Commission. Before filing, check the name's availability online or by contacting the Clerk’s Office.

Who can serve as the registered agent for my corporation?

The registered agent is crucial as this person or entity will receive legal documents on behalf of your corporation. A registered agent can be either an individual resident of Virginia or a qualified business entity authorized to transact in Virginia. Importantly, your corporation cannot act as its own registered agent. Ensure you select someone who meets these qualifications to avoid any legal complications.

What happens if I need to include additional provisions in the articles?

If your incorporation documents need extra provisions beyond the minimum required by Virginia law, you must prepare separate typewritten articles. These must be formatted correctly: using solid white paper, one-sided, with specific margin sizes. Do not include any personally identifiable information, such as Social Security numbers. Keep in mind that all submitted documents are public records.

When filling out the SCC544 form for the Articles of Incorporation of a Virginia Professional Stock Corporation, individuals often make several common mistakes. Identifying these pitfalls can streamline the process and prevent unnecessary delays.

One frequent error is neglecting to choose an appropriate corporate name. The name must include one of the accepted designations, such as "Corporation," "Inc.," or "Professional Corporation." Not ensuring that the desired name is distinguishable from existing entities can lead to rejection. Before submitting, checking name availability on the provided website is crucial.

Another mistake occurs in Article II, where the purpose of the corporation is specified. Some applicants fail to clearly outline the professional services being provided. It's important to be precise and include only those services that can legally be offered under Virginian law. Mixing incompatible professions can result in complications down the line.

In Article III, people often overlook the total number of shares the corporation is authorized to issue. Forgetting to provide a number or failing to clarify the classifications of shares can cause confusion and delay approval. If there are multiple classes of shares, detailing their preferences and rights is essential to avoid misunderstandings.

Registered agents play a crucial role, but mistakes can happen here too. In Article IV, applicants might incorrectly identify the registered agent, either by failing to mark the correct qualifications or by accidentally listing the corporation itself as the agent. Only individuals or specific entities can serve in this role, so double-checking this section is vital.

Next, consider the address requirements laid out in Article V. Some applicants mistakenly use a P.O. Box or a rural route without meeting the necessary conditions. If the office’s location has a street address, it must be used. Adhering to these specifications avoids potential rejections of the form.

Lastly, errors in signatures can derail the application process. Each incorporator must accurately sign and print their name in the appropriate section. If any incorporator lacks proper licensing or authorization, the form may be deemed invalid. Ensuring all signatures are correct and complete can make a significant difference.

By keeping these common errors in mind, applicants can approach the SCC544 form with confidence, leading to a smoother incorporation process.

The SCC544 form is crucial for establishing a Virginia Professional Stock Corporation. However, there are several other documents you might encounter during this process. Each document plays a vital role in ensuring compliance and proper organization. Here’s a helpful overview of related forms and documents that are often used alongside the SCC544.

• Articles of Incorporation - These are the foundational documents that officially create the corporation. They outline basic information such as the corporation's name, purpose, and registered agent.
• Bylaws - Bylaws serve as the internal rules that govern how the corporation will operate. They cover topics like how meetings are conducted, how directors are elected, and other operational procedures.
• Employer Identification Number (EIN) Application (Form SS-4) - This form is essential for tax purposes. It helps the IRS identify the corporation for tax filing and reporting purposes.
• Initial Report - Some states require a report to be filed shortly after incorporation, providing updated information about the corporation’s officers and registered agent.
• Registered Agent Consent Form - While not always required, this form confirms that the designated registered agent has agreed to fulfill this role on behalf of the corporation.
• Securities Registration (if applicable) - If the corporation plans to offer shares to the public, it may need to file additional paperwork to register the securities with state and federal agencies.

Being aware of these forms will help ensure a smooth incorporation process. It is always a good idea to consult with a professional to make certain all necessary documentation is completed accurately and submitted timely.

• Form SCC631 - Articles of Organization for Domestic Limited Liability Company: This form is similar in purpose as it allows for the creation of a legal business entity in Virginia. Both forms require the submission of crucial details about the organization, including its name, registered agent, and registered office. The filing fees and online submission options are also comparable.

• Form SCC840 - Articles of Incorporation for a Virginia Corporation: Like the SCC544 form, the SCC840 is used for establishing a corporation in Virginia. Both require specific articles detailing shares, registered agents, principal offices, and the number of directors, ensuring that essential information about the corporation is documented during the formation process.

• Form SCC633 - Articles of Incorporation for a Nonstock Corporation: This form is used when forming a nonstock corporation in Virginia. It shares similarities with the SCC544 in that both need applicant details, such as the name of the corporation, registered agent, and the address of the registered office. The structure of required information essentially parallels each other.

• Form SCC101 - Statement of Change of Registered Office/Registered Agent: This document allows corporations to update their registered agent or office details. Similar to the SCC544, it involves official filings that keep key information current with the State Corporation Commission, ensuring that legal documents reach the correct entity and location.

• Do use the proper designation in the corporation's name, such as "Corporation," "Incorporated," or "Professional Corporation." Make sure it meets state requirements.
• Do confirm the availability of your chosen name before submitting. You can check this through the State Corporation Commission's website.
• Do clearly specify the professional services your corporation will provide in Article II. Be concise and accurate.
• Do list all directors in Article VIII if the inclusion of directors is needed at formation. Make sure their names and addresses are complete.
• Don't attempt to serve as your own registered agent. Choose someone qualified to ensure proper handling of legal documents.
• Don't forget to include all required signatures. All incorporators should legally qualify to provide the services mentioned in Article II.

Here are some common misconceptions about the SCC544 form, which is used for the Articles of Incorporation of a Virginia Professional Stock Corporation:

• The SCC544 form can be submitted by any corporation. Only professional corporations offering specific services as outlined by the state can utilize this form.
• You can serve as your own registered agent. In fact, the corporation cannot serve as its own registered agent. An individual or qualified entity must be designated.
• The professional services can be mixed freely. Certain professional services, like those of dentists and pharmacists, cannot be combined within the same corporation.
• Filing the SCC544 form is always the same experience. The filing process can vary based on whether you file online or by paper. Online filings can incur fewer additional fees and provide quicker processing.
• Any address can be used for the registered office. The registered office must match the registered agent's business office and follow specific address requirements.
• There are no fees associated with filing the SCC544. A charter fee applies based on the number of authorized shares, alongside a set filing fee.
• Personal information is secure in these filings. Business entity documents filed with the Commission are public, meaning certain personal information can be accessed by anyone.
• A professional corporation does not need to specify its services. The form requires a clear declaration of the specific professional services the corporation will offer.
• All incorporators must be Virginia residents. While at least one incorporator must be authorized to render professional services in Virginia, not all need to be Virginia residents.

Understanding these misconceptions can help ensure a smoother filing process when establishing a professional corporation in Virginia.

Filling out and utilizing the SCC544 form for forming a Virginia Professional Stock Corporation requires thorough attention to detail. Here are some key takeaways to assist with the process:

• The form is available for online filing, which can expedite the process significantly.
• Begin by checking the availability of your proposed corporation name on the Virginia Corporation Commission website.
• Ensure that your corporation name includes a designation such as "Corporation," "Incorporated," or variations thereof.
• Clearly state the professional services your corporation will offer, as certain services cannot be combined.
• Specify the total number of shares your corporation can issue, along with any classes or series of shares.
• Select a registered agent; this individual or entity must not be the corporation itself.
• Provide a registered office address that matches the registered agent's business address.
• Include the number of directors on your corporation's first board; this must be specified in the articles.
• At least one incorporator must be licensed to provide the listed professional services in Virginia.
• It is vital to avoid including personally identifiable information in the submitted documents, as they become public.

Understanding these points can help ensure the successful filing and operation of a Virginia Professional Stock Corporation. For additional support, accessing the resources on the SCC website can provide valuable guidance throughout the process.