Church Incorporation in Virginia

Planting and leading a church is a sacred calling. It also requires a wise legal structure. This page outlines the risks of remaining unincorporated, the benefits of incorporation, and the steps to incorporate your church in the state of Virginia.

Risks and Disadvantages of Remaining Unincorporated

  • Under Virginia Code Ann. § 8.01-220.1:3, church members may not be held liable for the actions of an officer, director, employee, or other member. Officers, directors, and leaders could still face personal liability for negligent actions performed on behalf of the church. Examples include negligent selection, negligent retention, and negligent supervision of church workers.

  • Unincorporated churches must hold and maintain title to property through trustees. Many transactions to acquire, sell, or encumber property require filing a petition with the Circuit Court where the property is located and obtaining a judge’s approval. Changing trustees also requires a petition and judge approval.

  • Lenders increasingly require churches to be incorporated before entering into financial transactions. Working through several trustees and court approvals can slow or jeopardize financing.

Benefits and Advantages of Incorporation

  • Individuals remain liable for their own actions, but incorporation substantially limits liability for church leaders and members who act within their duties and are not grossly negligent.

  • Incorporation streamlines real estate transactions. Incorporated churches do not need to petition a court for many routine transactions.

  • Banks and other financial institutions often prefer or require a church to be incorporated before opening accounts or lending.

  • A corporate structure provides stability as members, directors, and leaders change over time. Incorporated churches avoid repeated court petitions to add or remove trustees and can integrate leadership roles into the entity.

  • There is no one-size-fits-all governance model. The corporate structure can be set to accommodate elder-led churches, congregational churches, and board-led churches.

THE Incorporation Process in Virginia

  • Draft and file Articles of Incorporation with the Virginia State Corporation Commission (SCC)

  • Pay the SCC filing fee that accompanies the Articles of Incorporation

  • Receive the Certificate of Incorporation from the SCC after approval

  • Revise the church’s constitution and bylaws to comply with the Virginia Nonstock Corporation Act and provide the greatest protections possible

  • Hold an organizational meeting to adopt the initial constitution and bylaws of the corporation, confirm directors and officers, accept members from the prior unincorporated church, authorize new bank accounts, and update legal documents to reflect corporate status.

Key Points About CHURCH Incorporation

governance & directors

Incorporations should align their directors with the church’s existing governing board (Elder Board, Deacon Board, Church Council, Leadership Team, etc.). This keeps responsibilities clear and avoids confusion between corporate and church roles.

key documents

As part of incorporation, a church’s constitution and bylaws must be reviewed and revised to ensure they comply legally and practically with the new incorporated entity. The extent of changes will depend on the church’s unique needs.

ONGOING COMPLIANCE

Each year, incorporated churches must submit an Annual Report and fee (currently $25) to the State Corporation Commission. The report lists the corporation’s address, registered agent, and current officers and directors. A registered agent—ideally a Virginia attorney familiar with church law—is also required to receive and file critical legal notices on time.

Protect your ministry with the right legal foundation. Contact Reynolds Law Group today to begin your church incorporation process.

lindsey@reynoldslawgroup.com
(757)219-2500

Primary Office
1510 Breezeport Way, Suite 300
Suffolk, Virginia 23435