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Startup Business Resources

Washington and Lee University School of Law has partnered with Vinson & Elkins LLP and the Walker Program to support Black entrepreneurs in Lexington, Virginia.  Below are additional resources for small businesses compiled by W&L students and V&E summer associates.

Small Business Checklists:

https://www.nolo.com/legal-encyclopedia/start-own-business-virginia-seven-steps-need-take.html

https://www.kpmgspark.com/blog/small-business-checklist

  1. Count the cost
  • Develop a business plan
  • Consider financing options
  1. Register business name
  2. Choose business structure
  3. Register business
  4. Obtain necessary permits and licenses
  • Get an EIN
  • Set up business bank account
  1. Get insurance
  2. Hire employees
  • File tax forms
  1. Market business

 

Why Virginia?

https://www.vedp.org/why-virginia

https://www.cnbc.com/2019/07/09/virginia-is-americas-top-state-for-business-in-2019.html

 

Types of Business Structures:

https://www.nolo.com/legal-encyclopedia/business-structures

https://www.sba.gov/business-guide/launch-your-business/choose-business-structure

https://www.irs.gov/businesses/small-businesses-self-employed/business-structures

https://www.wolterskluwer.com/en/expert-insights/s-corp-vs-c-corp-differences-benefits

https://aofund.org/resource/small-business-growth-changing-your-business-structure/#:~:text=Changing%20business%20structure%20depends%20on,a%20more%20complex%20business%20structure.&text=If%20you’re%20changing%20your,to%20act%20like%20a%20corporation.

 

HR Research:

Quick flowchart:

https://bos.sbsd.virginia.gov/Home/AspiringEntrepreneur

Developing notes:

  1. Register Business with State Corporation Comission
    1. Steps outlined in flow chart form by Virginia:
      1. https://bos.sbsd.virginia.gov/Home/AspiringEntrepreneur
    2. SCC Home: https://scc.virginia.gov/
      1. Use CIS tool to:
        1. Create an Account
          1. Go to “Creating a Business”
          2. Choose a Business Entity Type
        2. Check business names
          1. Reserve a name (legal)
          2. Also register an assumed name
            1. For actual usage
          3. Which type of Business should you choose?
            1. If sole Proprietorship (Most common, simplest):
              1. Simply file business name
              2. And obtain employee identification number from IRS
                1. https://sa.www4.irs.gov/modiein/individual/index.jsp
              3. Forms for business entity filings:
                1. Stock Corporation: SCC 619
                  1. https://scc.virginia.gov/getattachment/26bafb8f-17af-4c64-911a-678e648abd6f/scc619.pdf
                2. Nonstock Corporation: SCC 819
                  1. https://scc.virginia.gov/getattachment/720789db-bb07-433a-9c8c-432a69a4d8f3/scc819.pdf
                3. Professional Corporation: SCC 544
                  1. https://scc.virginia.gov/getattachment/1760a70e-6c45-42ca-9a23-55113c31d1fa/scc544.pdf
                4. LLC: SCC 1011
                  1. https://scc.virginia.gov/getattachment/6dffd2b0-e9b1-461e-af61-eb1ea11db866/llc1011.pdf
                5. Business Trust: BTA-1212
                  1. https://scc.virginia.gov/getattachment/44f23a8f-c552-4941-9acf-90cad2cff201/bta1212.pdf
                6. Limited Partnership: LPA-73.11
                  1. https://scc.virginia.gov/getattachment/036dafb3-253e-4435-9d9f-a20c1425ca14/lpa7311.pdf
                7. General Partnership: UPA-93
                  1. https://scc.virginia.gov/getattachment/bfaa3025-7328-4758-addf-c94ebe24cf3e/upa93.pdf
                8. Registered LLP: UPA-132
                  1. https://scc.virginia.gov/getattachment/f68881dc-1c50-4261-b60d-e0d322412a92/upa132.pdf
                9. Lawyers / Firms
                  1. Brandon Ziegler: https://www.pzlaw.com/bio/brandon-h-zeigler.cfm
                    1. Expert at small business law
                    2. Southern Virginia focused
                  2. Argent Place Law: https://www.argentplacelaw.com/new-business-formation-2/
                    1. Northern Virginia focused
                    2. Set prices for formations of various entity types
                  3. Licenses and Permits
                    1. General business license and Zoning:
                      1. None statewide
                      2. Certain cities;
                        1. Norfolk
                          1. Zoning application – https://www.norfolk.gov/FormCenter/Planning-22/Business-License-Zoning-Review-Applicati-572
                          2. License / Permit – https://www.norfolk.gov/FormCenter/Commissioner-of-the-Revenue-13/Business-License-Application-57
                        2. Virginia Beach
                          1. Zoning – https://library.municode.com/va/virginia_beach/codes/code_of_ordinances?nodeId=CO_APXAZOOR
                          2. License / Permit – https://www.vbgov.com/government/departments/commissioner-of-the-revenue/business-license/Pages/default.aspx
                        3. Chesapeake, Richmond, Fairfax, Newport News
                      3. EIN with the IRS
                        1. https://sa.www4.irs.gov/modiein/individual/index.jsp
                      4. Sales Tax Certificate (Department of Taxation) – Form ST4
                        1. https://www.tax.virginia.gov/forms/search?category=5

 

 

Sarah Research:

Could potentially have a separate “how to start your business” guide for each type of business (LLC, corporation, etc.)? Can include hyperlinks, contacts, and graphics?

https://www.nolo.com/legal-encyclopedia/start-own-business-virginia-seven-steps-need-take.html (really excellent website that breaks down each step for each kind of business)

1. Choose a Business Idea

Take time to explore and research ideas for your business. At this stage, take into consideration your own interests, skills, resources, availability, and the reasons why you want to form a business. Read our article for more tips on how to evaluate business ideas.

After you select an idea, consider drafting a business plan to determine your chances of making a profit. To learn more about the benefits of business plans, and how to create one for your enterprise see Why You Need to Write a Business Plan.

2. Decide on a Legal Structure

The most common legal structures for a small business are:

  • sole proprietorship
  • partnership
  • limited liability company (LLC), and
  • corporation

 

Read our article for information on how to choose the best ownership structure for your business.

  1. Choose a Name

For LLCs and corporations, you will need to check that your name is distinguishable from the names of other business entities already on file with the Virginia State Corporation Commission (SCC). You can check for available names by doing a business entity search on the SCC website. You can reserve an available name for 120 days by filing Form SCC631, Application for Reservation or for Renewal of Reservation of a Business Entity Name. You can also repeatedly renew the reservation before it expires. There are certain name requirements for LLCs and corporations (like including a word such as “LLC” for LLCs or “Company” for corporations). See How to Form an LLC in Virginia and How to Form a Corporation in Virginia for more information.

Is your business a sole proprietorship or partnership that uses a business name that is different from the legal name of the business owner (for a sole proprietorship) or surnames of the individual partners (for a partnership)? If so, you must register a Certificate of Assumed or Fictitious Name in the county where you do business.

4. Create Your Business Entity

  • Sole proprietorship: To establish a sole proprietorship in Virginia, you don’t need to file any organizational documents with the state. For more information, see How to Establish a Sole Proprietorship in Virginia.
  • Partnership: To create a general partnership in Virginia, you don’t need to file any organizational documents with the state. Although not legally required, all partnerships should have a written partnership agreement. The partnership agreement can be very helpful if there is ever a dispute among the partners. For more information, see How to Form a Partnership in Virginia. To form a limited liability partnership (often used by professionals), you must file a Statement of Registration with the Virginia SCC. For more information, see How to Form a Limited Liability Partnership in Virginia.
  • LLCs: To create an LLC in Virginia, you must file articles of organization with the Virginia SCC. You will also need to appoint a registered agent in Virginia for service of process. In addition, while not required by law, you should prepare an operating agreement to establish the basic rules about how your LLC will operate. The operating agreement is not filed with the state. For more information, see How to Form an LLC in Virginia and How to Form a Professional LLC in Virginia (for professionals).
  • Corporations: To create a corporation in Virginia, you must file articles of incorporation with the Virginia SCC. You will also need to appoint a registered agent in Virginia for service of process. Although not legally required, you also should prepare bylaws to establish your corporation’s internal operating rules. Bylaws are not filed with the state. S Corporations must also file IRS Form 2553, Election by a Small Business Corporation, with the IRS. For more information, see How to Form a Corporation in Virginia.

5. Apply for Virginia Licenses and Permits

Tax Registration. If you will be selling goods in Virginia, you must register with the Department of Taxes (DOT) to collect sales tax. If your businesses will have employees, you must register with the DOT for employer withholding taxes. You can register for both types of tax, as well as other business taxes, either online via VATAX Online Services or on paper using Form R-1, Virginia Department of Taxation Business Registration Form.

EIN. If your business has employees or is taxed separately from you, you must obtain a federal Employer Identification Number (EIN) from the IRS. You can get an EIN by completing an online application on the IRS website. There is no filing fee.

Regulatory licenses and permits. These cover areas such as:

  • health and safety
  • the environment
  • building and construction; and
  • specific industries or services.

Different licenses and permits are issued by different agencies. You can check the websites for individual state agencies for more information. For example, certain permits related to environmental regulations are issued by the Department of Environmental Quality. Many other licenses are issued locally. Contact your town or city licensing department to determine if you need a local business license.

Professional and occupational licenses. These cover people who work in various fields. Most of this licensing is handled through the Virginia Department of Professional and Occupational Regulation (DPOR). The DPOR website has sections listing various professional regulatory boards and regulated professions and occupations.

6. Pick a Business Location and Check Zoning Laws

You’ll need to pick a location for your business and check local zoning regulations. You might find zoning regulations for your town or city by reviewing your local ordinances and contacting your town’s zoning or planning department. Read our article for more tips on picking a location.

One alternative to opening your business at a new location is running your company out of your home. If you decide to run a home-based business, again check your local zoning laws. In addition, review your lease (if you rent your home) and homeowners association rules (if applicable), either of which might ban some or all home businesses.

7. File and Report Taxes

Virginia taxes every kind of business. See Virginia State Business Income Tax for more information on state business taxes in Virginia.

Sole proprietorships. Pay state taxes on business income as part of their personal state income tax returns (Form 760).

Partnerships. Partners pay state taxes on partnership income on personal tax returns. In addition, Virginia partnerships also must file Form 502, Pass-Through Entity Return of Income and Return of Nonresident Withholding Tax.

LLCs. Members pay state taxes on their share of LLC income on personal tax returns. In addition, LLCs themselves have to file an additional state tax form. The specific form used will depend on how the LLC is classified for federal tax purposes. Virginia LLCs also are required to file an annual report (also known as an annual registration fee). See Virginia LLC Annual Filing Requirements for more information.

Corporations. Shareholders must pay state taxes on their dividends from the corporation. A shareholder-employee with a salary also must pay state income tax on his or her personal state tax return. Moreover, the corporation itself is subject to Virginia corporation taxes. And, finally, corporations must file an annual report with the Virginia SCC.

If you have employees, you must also deal with state employer taxes.

And, apart from Virginia taxes, there are always federal income and employer taxes. Check IRS Publications 334, Tax Guide for Small Business, and 583, Taxpayers Starting a Business.

8. Obtain Insurance

Business insurance can protect your company and your personal assets from the fallout of unexpected disasters, such as personal injury lawsuits or natural catastrophes. To learn more, see Nolo’s article, What Types of Insurances Does Your Small Business Need?

9. Open a Business Bank Account

No matter the type of business you form, you should consider opening a separate business account to make it easier to track your income and expenses. For some business types, like LLCs and corporations, a separate bank account is necessary to maintain your liability protection. To learn more, see Opening a Business Bank Account.

 

 Excellent article on tips for obtaining permits, hiring employees, promoting the business, etc. https://howtostartanllc.com/start-a-business-in-virginia

 This article includes important Virginia contacts (wrote it out below): https://www.mycompanyworks.com/starting-business-virginia/#21-step-12-annual-and-ongoing-requirements

Virginia Secretary of the Commonwealth

P.O. Box 1475
Richmond, VA 23218
804-786-2441

Virginia State Corporation Commission

Virginia Taxation & Labor Departments

Virginia State Startup Resources

  1. Virginia Small Business Administration

Small Business Administration (SBA) Virginia State District Office

  1. SCORE Mentors

SCORE Virginia

SCORE is an excellent hub of active and retired business people who volunteer to support startup businesses. Connecting with a local SCORE mentor can help to avoid pitfalls that are common among startup businesses.

  1. VirginiaState Legal Statutes:
  1. VirginiaState Chambers of Commerce
  2. Virginia Angel Investors
  1. VirginiaBusiness News
  1. VirginiaState Small Business Development Center
  1. VirginiaGreen Initiative

Register as a “Green” business and connect with other local businesses.

 

 

Payton’s Additions:

-I don’t want to type out duplicative info, but I found the same steps as @Sarah and think that should def be included.

 

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