If your business is a Virginia corporation, a C-corp or an S-corp, the surprise is that Virginia counts your executive officers as employees toward the more-than-two threshold, even if they do no regular work. So a corporation with three or more officers and no other staff already needs workers compensation, and a corporation with any mix of officers and employees that reaches three counted people must carry it. Officers are covered by default, but an officer can opt out by filing a rejection with the Commission. A one-shareholder corporation is the exception: its single owner is treated like a sole proprietor, not counted, and free to opt in.
Who this is for: Owners, officers, and directors of a Virginia corporation, from a small S-corp with a few employees to a closely held company whose owners draw a salary.
The short version
- Executive officers count toward the more-than-two threshold, even if they do no regular work.
- A corporation with three or more officers and no other staff already needs coverage.
- Officers are covered by default; an officer can reject coverage using Commission Form 16A once the corporation has a valid policy.
- An officer who takes no regular salary and files that rejection is not counted toward the three.
- A one-shareholder corporation's single owner is treated like a sole proprietor: not counted, and may opt in.
How officers and employees are treated
Virginia treats executive officers, the president, vice-president, secretary, treasurer, and other officers elected under the charter and bylaws, as employees who count toward the more-than-two threshold, whether or not they perform regular work. That is why a corporation can be required to carry coverage on its owners alone: three officers is three counted people. Once the corporation must carry a policy, an officer who would rather not be covered can file a rejection with the Commission on Form 16A, and an officer who takes no regular salary and files that rejection drops out of the count. Rank-and-file employees are never part of this choice; they are covered whenever the corporation is required to carry. The single exception is a corporation with only one shareholder, whose owner is not automatically counted and may elect to be included, the same as a sole proprietor.
Covered, rejected, or optional
| Who or what | Coverage position | Notes |
|---|---|---|
| Corporation with three or more officers, no other staff | Required | Officers count toward the three even without regular work |
| Executive officer on a required policy | Covered unless they reject | Reject by filing Commission Form 16A under section 65.2-300 |
| Officer not on regular salary who files a rejection | Not counted | Can keep a very small corporation under the threshold |
| One-shareholder corporation | Not counted, may opt in | The single owner is treated like a sole proprietor |
| W-2 employee | Covered | Employees are always covered; they cannot be rejected |
Why carrying a policy keeps you out of court
The corporate form shields shareholders from many business debts, but it does not by itself answer an injured worker. If the corporation carries no comp when required, it loses the protection that makes comp a worker's only remedy, so an injured employee can choose to sue in civil court, where the employer loses the usual defenses that the worker was careless, knew the risk, or was hurt by a co-worker. A knowing and intentional failure to carry coverage is also a crime in Virginia, and the Commission can order the business to stop operating. Carrying a policy makes comp the employee's main remedy and generally blocks that lawsuit, which for a closely held corporation whose owners also work in the business often matters as much as the medical and wage benefits themselves.
A Chesapeake example
Illustrative, not a quote. A Chesapeake HVAC company is an S-corp with two owner-officers and six field technicians. The two officers already count toward the more-than-two threshold, and with six technicians the company is well over it, so a policy is required. The company covers all six technicians and keeps the two working officers on the policy, since they go out on rooftop and attic jobs where injury risk is real. When a technician falls from a ladder, the injury is covered and the company keeps its legal protection. If either officer wanted off the policy, they could file a Form 16A rejection, but because they do hands-on work they stay covered. The owners ask us to confirm the technicians are rated on the correct kind of work so the premium is not inflated. See our workers comp for HVAC contractors page.
Real questions Virginia owners ask
Does my Virginia corporation have to carry workers comp?
Often sooner than owners expect. Executive officers count toward the more-than-two threshold, even without regular work, so a corporation with three or more officers, or any mix reaching three counted people, must carry coverage.
Are corporate officers counted as employees in Virginia?
Yes. Virginia treats executive officers as employees who count toward the three, whether or not they do regular work. That is different from a sole proprietor or partner, who are not counted.
Can I take myself off the policy as an officer?
Yes, within the rules. Once the corporation has a valid policy, an officer can reject coverage by filing Commission Form 16A under section 65.2-300. An officer with no regular salary who rejects is also not counted toward the three.
What about a corporation with just one shareholder?
That single owner is treated like a sole proprietor: not automatically counted, and not required to cover themselves. They may elect to be included by asking the carrier to add them if they want their own injuries covered.
Are my regular employees covered if I have a policy?
Yes. W-2 employees are always covered by the corporate policy and cannot be rejected. The rejection choice under section 65.2-300 applies only to executive officers, not to rank-and-file staff.
Does incorporating protect me from an injured worker?
Not by itself. The corporate form shields shareholders from many debts, but an injured employee is a separate exposure. Without required comp, the corporation can be sued and loses its usual defenses.
Should I stay on the policy or file a rejection?
It depends on whether you do hands-on work and want your own injuries covered. If you run the office and want to keep your pay out of the premium, a rejection lowers cost; if you do field work, staying covered protects you.
Why Virginia owners choose Morrow
- We shop the right market for you. In Virginia you buy workers' comp on the open market from any private carrier licensed in the state, because there is no state fund, and if no carrier will take you the NCCI-run assigned risk plan (the Virginia Workers' Compensation Insurance Plan) is the guaranteed fallback, so we can shop your rate freely and still have a backstop for hard-to-place work.
- We catch pricing mistakes. Your price depends heavily on the category your work falls into for pricing (the class code). Put people in the wrong category and you overpay for years. We review your payroll and classifications before you buy.
- Proof of coverage, fast. Need a certificate (proof of coverage) for a general contractor or a landlord before Monday? We turn those around the same business day for most carriers.
- We help lower the score that drives your price. Insurers give you a score based on your past claims that raises or lowers your cost (the experience modification rate). We review it each year, flag errors, and connect you with return-to-work and safety resources that bring it down.
- Real people when a claim happens. When someone gets hurt, we stay involved through the life of the claim, not just at renewal.
Related Virginia guides
Every Virginia business is set up a little differently. These companion guides answer the same question for other situations, plus the national explainers behind the terms used here.
- Business insurance in Virginia (start here)
- Workers comp: the owner's overview
- I own an LLC: do I need workers comp?
- I'm a sole proprietor: do I need workers comp?
- We're a partnership: do we need workers comp?
- We're a nonprofit: do we need workers comp?
- My workers are 1099: do I still need it?
- Only part-time or seasonal staff: do I need it?
- I only employ family: do I need workers comp?
- Remote or out-of-state staff: do I need coverage?
- What happens if I don't carry workers comp?
- How much does workers comp cost?
- How do I get workers comp (even if turned down)?
- What insurance do I need for a contractor license?
- Workers compensation insurance, explained
- What workers comp costs (national guide)
- Workers comp vs employers liability
- What workers comp does not cover
- Virginia HVAC workers comp
This guide is general information, not legal advice. Virginia rules and penalty amounts can change, so verify current requirements with the Virginia Workers' Compensation Commission or a licensed advisor before you rely on them. Last updated: July 2026.