# Virginia: benefit corporation guide
Reviewed 2026-10-11 · Compared form: Benefit corporation

Educational guide to selected statutes and agency guidance, not every court decision or a company-specific legal/tax opinion.

Balanced score: 76 / 100

## Comparison baseline
A small, active, private stock C corporation, after its first tax year, using the lowest capital/receipts/share-count tier, no taxable income or taxable alternative-minimum base, and ordinary online filings where available. It operates in the state being compared. Yearly costs include registry reports and the identified minimum state tax/license charge; multi-year charges are annualized. Variable income, receipts, sales, payroll and local taxes, agents and one-time formation costs are additional.

## Benefit company option
Usual rule: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

This state: General benefit required; specific benefit optional and can be set in charter, bylaws or by board action.

Why it differs: Virginia offers Benefit corporation.

### Benefit company option
Score: 20
Virginia offers Benefit corporation. The benefit option receives the full form credit.
- [§13.1-787](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

## Personal protections
Usual rule: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

This state: Directors AND officers have statutory damages cap for corporation/shareholder claims per transaction: greater of $100k or prior-year cash compensation, reducible to zero by charter/shareholder-approved bylaw. Exceptions wilful misconduct, knowing criminal violation, federal/state securities violation. Benefit-specific rule: Directors protected against corporation/shareholder monetary claims for compliant duties or mission failure. Officers protected for actions believed in good-faith business judgment consistent with mission AND third-party standard. No express corporation mission-damages bar.

Why it differs: Virginia adds ordinary officer coverage and a default statutory liability rule. Automatic director/officer statutory cap, with charter option for zero, is distinct from mandatory charter adoption in most states. Specific benefit can be set by board/bylaw; officer safe harbor depends on the third-party standard.

### Protection for board members
Score: 6
Virginia has an identified director monetary-protection provision in the compared scope, which earns this credit. Directors AND officers have statutory damages cap for corporation/shareholder claims per transaction: greater of $100k or prior-year cash compensation, reducible to zero by charter/shareholder-approved bylaw. Exceptions wilful misconduct, knowing criminal violation, federal/state securities violation.
- [§13.1-692.1](https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-692.1/)

### Protection for company officers
Score: 6
Virginia extends ordinary protection to officers, which earns officer-scope credit. Directors AND officers have statutory damages cap for corporation/shareholder claims per transaction: greater of $100k or prior-year cash compensation, reducible to zero by charter/shareholder-approved bylaw. Exceptions wilful misconduct, knowing criminal violation, federal/state securities violation.
- [§13.1-692.1](https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-692.1/)

### Protection without extra setup
Score: 3
Virginia has a default statutory liability rule in the compared scope, so it earns the automatic-coverage credit. Articles and retained exceptions still matter.
- [§13.1-692.1](https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-692.1/)

### Protection when a benefit goal is missed
Score: 0
Virginia has no separately credited benefit-specific monetary shield for company. Directors protected against corporation/shareholder monetary claims for compliant duties or mission failure. Officers protected for actions believed in good-faith business judgment consistent with mission AND third-party standard. No express corporation mission-damages bar.
- [§§13.1-788(C),789](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

### Board protection for benefit work
Score: 4
Virginia earns the benefit-specific credit for directors. Directors protected against corporation/shareholder monetary claims for compliant duties or mission failure. Officers protected for actions believed in good-faith business judgment consistent with mission AND third-party standard. No express corporation mission-damages bar.
- [§§13.1-788(C),789](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

### Officer protection for benefit work
Score: 0
Virginia has no separately credited benefit-specific monetary shield for officers. Directors protected against corporation/shareholder monetary claims for compliant duties or mission failure. Officers protected for actions believed in good-faith business judgment consistent with mission AND third-party standard. No express corporation mission-damages bar.
- [§§13.1-788(C),789](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

## Less paperwork
Usual rule: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

This state: Annual to shareholders by earlier of 120 days or other annual report. Latest report public online or written/electronic copy on request without website; confidentiality omissions only to extent standard permits. No state benefit filing. Assessment rule: Annual third-party standard assessment required. No mandatory third-party audit/certification in article.

Why it differs: Virginia: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

### How often reports are needed
Score: 5
Virginia: Annual. An annual report gets less ease-of-operation credit than a biennial report or no mandatory report because it must be prepared more often.
- [§13.1-791](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

### Choice of impact framework
Score: 3
Virginia: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§13.1-791(A)(2)](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

### Extra reports sent to the state
Score: 4
Virginia: No separate state benefit-report filing. No separate state submission earns the no-extra-filing credit. Preparing, sharing or publishing the report may still be required.
- [§13.1-791](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

### Extra board or approval steps
Score: 3
Virginia has no additional scored benefit-director/report-approval step for this private-company scope, so it earns the ease-of-operation credit. Public-company rules and other duties may differ.
- [§13.1-788](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§13.1-791](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

## Yearly state costs and taxes
Usual rule: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

This state: Registry reporting: $100 per year on an annualized basis. Minimum tax/license used here: $0. Small active ordinary domestic C corporation in a regular full year with no Virginia taxable profit after modifications and apportionment. The SCC annual registration fee and local operating taxes remain separate.

Why it differs: Virginia has a compared recurring floor of $100 per year, including $0 in identified minimum tax/license charges.

### Yearly filings plus minimum state taxes
Score: 12
Virginia has a compared recurring floor of $100 per year, including $0 in identified minimum tax/license charges. Small active ordinary domestic C corporation in a regular full year with no Virginia taxable profit after modifications and apportionment. The SCC annual registration fee and local operating taxes remain separate. Lower recurring floors earn more cost credit. Profit/receipts-based taxes and local charges are additional; this is not the whole tax bill.
- [Annual Corporation Requirements and Fee Schedule](https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/business-faqs/annual-registration-fees/an_fee.pdf)
- [§13.1-791](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [General Filing Requirements; 6% rate; domestic/foreign and S-corporation filing](https://www.tax.virginia.gov/corporation-income-tax)
- [Va. Code §58.1-400: 6% of Virginia taxable income](https://law.lis.virginia.gov/vacode/title58.1/chapter3/section58.1-400/)
- [Virginia Tax: corporation rate, annual filing and multistate rules](https://www.tax.virginia.gov/corporation-income-tax)
- [Virginia statute: section 58.1-400 income-based corporate tax formula](https://law.lis.virginia.gov/vacode/title58.1/chapter3/section58.1-400/)
- [Virginia SCC: annual stock-corporation share-based registration fee](https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/business-faqs/annual-registration-fees/an_fee.pdf)

## Becoming a benefit company and changing back
Usual rule: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

This state: Becoming a benefit company: unanimous entitled voting shareholders. Conversion after formation requires ALL shareholders entitled to vote. Exit uses ordinary amendment rule: >two-thirds each entitled voting group by default; charter may lower to majority of votes cast with quorum. Changing back: ordinary amendment rule; >two-thirds default, reducible by charter

Why it differs: Virginia entry uses unanimous entitled voting shareholders; exit uses ordinary amendment rule; >two-thirds default, reducible by charter. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

### Ease of becoming a benefit company
Score: 0
Virginia: becoming a benefit company requires unanimous entitled voting shareholders. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain. Conversion after formation requires ALL shareholders entitled to vote. Exit uses ordinary amendment rule: >two-thirds each entitled voting group by default; charter may lower to majority of votes cast with quorum.
- [§§13.1-785,-786;13.1-707(D)](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§13.1-707(D)](https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-707/)

### Ease of changing status later
Score: 6
Virginia: changing back requires ordinary amendment rule; >two-thirds default, reducible by charter. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain. Conversion after formation requires ALL shareholders entitled to vote. Exit uses ordinary amendment rule: >two-thirds each entitled voting group by default; charter may lower to majority of votes cast with quorum.
- [§§13.1-785,-786;13.1-707(D)](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§13.1-707(D)](https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-707/)

## Public transparency
Usual rule: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

This state: Mandatory stakeholder consideration; charter may prioritize specified benefit. No independent benefit director requirement. Disclosure: Annual to shareholders by earlier of 120 days or other annual report. Latest report public online or written/electronic copy on request without website; confidentiality omissions only to extent standard permits. No state benefit filing. Enforcement: Corporation; any shareholder, director, charter/bylaw designees. No automatic parent-equity standing in article.

Why it differs: Virginia requires public access to the report. 

### Reports the public can read
Score: 8
Virginia requires report access for people outside the company, so it earns public-access credit. Annual to shareholders by earlier of 120 days or other annual report. Latest report public online or written/electronic copy on request without website; confidentiality omissions only to extent standard permits. No state benefit filing.
- [§13.1-791](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

### Regular updates on progress
Score: 6
Virginia: Annual. Annual updates earn more transparency credit than biennial updates; no mandated report earns none.
- [§13.1-791](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

### An outside impact framework
Score: 3
Virginia: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§13.1-791(A)(2)](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

### A duty to consider the mission
Score: 3
Virginia makes a mission duty mandatory, so it earns this credit. Mandatory stakeholder consideration; charter may prioritize specified benefit. No independent benefit director requirement.
- [§13.1-788](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)

## State taxes
Virginia corporation income tax is 6% of Virginia taxable income. Multistate corporations allocate/apportion using Virginia Schedule A. Federally elected S corporations generally use Virginia's pass-through regime instead of this ordinary C-corporation calculation.
There is no fixed-dollar minimum in the ordinary corporate-income formula. The SCC annual stock-corporation registration fee is separate and starts at $100 for 1–5,000 authorized shares, increasing with shares. Local business-license taxes and property, sales and payroll taxes may also apply.
Virginia Tax requires domestic and SCC-registered corporations to file annually even with no income; other foreign corporations file when they have Virginia-source income. Schedule A and applicable nexus/P.L. 86-272 rulings determine multistate liability, not the incorporation address alone.

## Full reviewed legal topics

### purpose
General benefit required; specific benefit optional and can be set in charter, bylaws or by board action.

### board
Mandatory stakeholder consideration; charter may prioritize specified benefit. No independent benefit director requirement.

### standard
Annual third-party standard assessment required. No mandatory third-party audit/certification in article.

### report
Annual to shareholders by earlier of 120 days or other annual report. Latest report public online or written/electronic copy on request without website; confidentiality omissions only to extent standard permits. No state benefit filing.

### enforcement
Corporation; any shareholder, director, charter/bylaw designees. No automatic parent-equity standing in article.

### benefitLiability
Directors protected against corporation/shareholder monetary claims for compliant duties or mission failure. Officers protected for actions believed in good-faith business judgment consistent with mission AND third-party standard. No express corporation mission-damages bar.

### ordinaryExculpation
Directors AND officers have statutory damages cap for corporation/shareholder claims per transaction: greater of $100k or prior-year cash compensation, reducible to zero by charter/shareholder-approved bylaw. Exceptions wilful misconduct, knowing criminal violation, federal/state securities violation.

### statusChange
Conversion after formation requires ALL shareholders entitled to vote. Exit uses ordinary amendment rule: >two-thirds each entitled voting group by default; charter may lower to majority of votes cast with quorum.

## Costs and conditions

### regularReport
Annual REGISTRATION fee at 1–5,000 authorized shares; higher authorized shares increase fee. Annual report itself has no filing fee.

### benefitReport
No state benefit-report filing.

### minimumTax
Ordinary corporation income tax is 6% of Virginia taxable income, so this income-tax amount can be $0 when that taxable income is $0; the cited formula has no fixed dollar income-tax floor. Every Virginia-incorporated corporation, SCC-registered corporation, or corporation receiving Virginia-source income must file Form 500, subject to applicable exceptions. Multistate companies allocate and apportion income. Federally elected S corporations file as pass-through entities on Form 502 instead. The SCC annual registration fee is separate and still starts at $100 for 1–5,000 authorized shares; local business-license and other taxes can also apply.

## Conversion route
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Conversion after formation requires ALL shareholders entitled to vote. Exit uses ordinary amendment rule: >two-thirds each entitled voting group by default; charter may lower to majority of votes cast with quorum.

## Important distinctions
- Unanimous conversion-in vote; easier ordinary-amendment route out.
- Automatic director/officer statutory cap, with charter option for zero, is distinct from mandatory charter adoption in most states.
- Specific benefit can be set by board/bylaw; officer safe harbor depends on the third-party standard.

## Source qualifications
- Virginia ordinary exculpation is limited to corporation/shareholder claims; it does not supply a general regulatory or third-party shield.


## All reviewed official/primary links
- [§13.1-787](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§13.1-788](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§13.1-791(A)(2)](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§13.1-791](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§13.1-790](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§§13.1-788(C),789](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§13.1-692.1](https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-692.1/)
- [§§13.1-785,-786;13.1-707(D)](https://law.lis.virginia.gov/vacodefull/title13.1/chapter9/article22/)
- [§13.1-707(D)](https://law.lis.virginia.gov/vacode/title13.1/chapter9/section13.1-707/)
- [Annual Corporation Requirements and Fee Schedule](https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/business-faqs/annual-registration-fees/an_fee.pdf)
- [General Filing Requirements; 6% rate; domestic/foreign and S-corporation filing](https://www.tax.virginia.gov/corporation-income-tax)
- [Va. Code §58.1-400: 6% of Virginia taxable income](https://law.lis.virginia.gov/vacode/title58.1/chapter3/section58.1-400/)
- [Virginia Tax: corporation rate, annual filing and multistate rules](https://www.tax.virginia.gov/corporation-income-tax)
- [Virginia statute: section 58.1-400 income-based corporate tax formula](https://law.lis.virginia.gov/vacode/title58.1/chapter3/section58.1-400/)
- [Virginia SCC: annual stock-corporation share-based registration fee](https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/business-faqs/annual-registration-fees/an_fee.pdf)