In Virginia, there is no statutory minimum number of stock shares that a corporation is required to issue to its owners.

​However, by law, a Virginia stock corporation must issue at least some stock (at least 1 share) to its shareholder(s) so that the company actually has owners and can legally function.

​When you are setting up your corporation, there is a very important distinction to make between Authorized shares and Issued shares:

​Authorized Shares vs. Issued Shares

  • ​Authorized Shares: This is the maximum number of shares your corporation is legally allowed to issue, which you must state in your Articles of Incorporation.
  • ​Issued Shares: This is the actual number of shares you physically hand out to your founders, owners, or investors.

​Why the Number Matters for Your Wallet

​While you can choose to authorize just 1 share and issue 1 share, it is standard practice to authorize more than you initially issue to leave room for future partners or investors.

​In Virginia, your filing fees are tied directly to how many shares you authorize:

  • ​The Sweet Spot (1 to 25,000 shares): The Virginia State Corporation Commission (SCC) charges a minimum charter fee based on brackets. If you authorize anywhere between 1 and 25,000 shares, you will pay the absolute lowest filing fee (a $25 filing fee + a $50 charter fee = $75 total).
  • ​Going Over 25,000 shares: If you authorize more than 25,000 shares, the state's charter fee increases by $50 for every additional 25,000 shares (or fraction thereof), up to a maximum fee of $2,525.

​Common Strategy

​Because it costs the exact same amount to authorize 1 share as it does to authorize 25,000 shares, most founders forming a small corporation in Virginia will write 10,000 or 25,000 authorized shares on their paperwork.

​From there, they might choose to issue 1,000 shares to the founding owner. This fulfills the requirement of issuing stock, keeps the initial filing fee at the $75 minimum, and leaves plenty of unissued shares in the corporate treasury to hand out later without needing to file an amendment.