Quick facts about forming a Virginia LLC
| Item | Details |
|---|---|
| Filing Fee | $100 |
| Processing Time | Online filings are usually approved quickly, often the same day; mailed filings take longer. Expedited processing is available. |
| Annual Registration Fee | $50, due each year by the last day of the month your LLC was formed (Virginia LLCs don’t file an annual report) |
| Registered Agent Required | Yes, a Virginia resident (member, manager or Virginia attorney) or a business authorized in Virginia, with a Virginia registered office |
| State Franchise Tax | None for LLCs |
| Business License | No statewide license, but most counties and cities require a local business license (see Virginia business license costs) |
| Managing Authority | Virginia State Corporation Commission (SCC) |
How to start an LLC in Virginia in 5 steps
If you’re starting a business and you want to officialize it, there are different types of businesses available. Starting a limited liability company (LLC) in Virginia gives you personal liability protection with less paperwork than a corporation.
Forming an LLC in Virginia has its benefits: It’s a business-friendly state, with several tax advantages for new businesses. Virginia is also a right-to-work state with numerous development programs, small business grants and an educated workforce, which can make it even more appealing for some business owners.
To register an LLC in Virginia, you’ll typically need to follow several steps, some of which involve the Virginia State Corporation Commission (SCC): A state agency that handles numerous legal processes for businesses, including LLCs. It also enforces rules for LLCs in the state, including collecting filing fees and enforcing name requirements.
Here’s a breakdown of the steps you’ll need to take in order to create a Virginia LLC:
- Name your Virginia LLC
- Choose a registered agent
- File articles of organization
- Create an operating agreement
- Apply for an EIN
Below, you’ll find a detailed explanation and a helpful video to walk you through each step.
Step 1: Name your VA LLC
Choosing a name for your LLC is the first step in the process, and one of the first things you’ll want to do if you’re just starting a business. As you will see below, you will need to follow the state’s business entity naming rules when naming your business, and if you plan to start it later, you might want to reserve your desirable name in the meantime.
If you want to act under a different name than your legal business name, you will need to file a Virginia DBA. You should also consider registering it for a trademark in order to have stronger protection of it. If you plan to have a website for your business in the future, then it’s best practice to make sure your domain name is relevant, so it’s recommended to check that as well.
Most of this is done through the SCC. You can download the appropriate files or fill them out at scc.virginia.gov.
Understand state name requirements and choose a name
Here are some of the main state requirements in regard to your Virginia LLC name:
- Your LLC name must be distinguishable from the names of other businesses on the SCC’s records. Therefore, you’ll need to do your best to verify that no companies in the state have a very similar name to you. Use the Name Availability tool on the SCC’s website to easily conduct a Virginia business entity search.
- Your business name must include one of the following endings officially: Limited Liability Company; Limited Company; LLC; L.L.C.; L.C.; or LC
- A professional LLC (only relevant if you’re a licensed professional such as a doctor, lawyer, engineer, etc.) may use P.L.L.C., PLLC, P.L.C., PLC, “professional limited company” or “professional limited liability company” instead of the standard endings, but it doesn’t have to.
- Your name can’t suggest the LLC is a corporation or partnership, and some words, such as “bank” or “trust”, are restricted by other Virginia laws.
Step 2: Appoint a Virginia registered agent
A Virginia registered agent is mandatory for all LLCs in the state. This is a person or a business entity that accepts bureaucratic documents such as legal documentation, tax notices, etc. on behalf of the LLC.
Virginia’s rules in this area are quite restrictive and specific on who can be the registered agent:
- An individual registered agent must live in Virginia and be a member or manager of the LLC, a member of the Virginia State Bar, or an officer (employee) of the LLC designated to receive legal papers.
- A business can serve as registered agent if it’s a corporation, LLC or registered LLP authorized to do business in Virginia.
- You can have a registered agent service authorized to act as an LLC’s registered agent in VA. We can help: Tailor Brands is authorized to act as a registered agent in Virginia.
Once you appoint a registered agent, list the registered office (your registered agent’s Virginia business address) in your articles of organization.
Step 3: File articles of organization
The next step in the process to register an LLC in Virginia is to file the articles of organization Virginia (Form LLC1011). The form can be filed through the online portal (Virginia SCC), or by downloading and mailing it. It’s important to notice the difference between having a domestic LLC operating in Virginia, meaning an LLC that was established and operating in the state, and a foreign LLC established in a different state and operating in Virginia. Having a foreign LLC may incur additional fees.
Filing Fees:
There is a $100 non-refundable state fee (see the full breakdown of Virginia LLC costs). You can pay online with a credit card or an eCheck. It is also possible to send a check payable to the State Corporation Commission. It is important to include potential local licensing in your budget as well, as many businesses must obtain a business license VA.
How to file
The SCC encourages individuals to complete all documentation online.
To do so, visit https://cis.scc.virginia.gov. If you have not done so, you’ll need to register an account on the site. You can then fill out the form and submit it online through that portal.
You can also download the form from the website, print it, and mail it.
If you plan to send this information via mail, you can do so at the following addresses:
State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218-1197
Or send to:
Courier Delivery Address
1300 E. Main Street, 1st Floor
Richmond, VA 23219
Step 4: Create an operating agreement
The next step will be to create your Virginia LLC operating agreement, an internal document that establishes the guidelines for running the LLC (for example, it defines the specific rights of each member and manager within the business).
Virginia doesn’t require an operating agreement. If you have one, it doesn’t have to be in writing (Va. Code § 13.1-1023), but a written agreement signed by all members is strongly recommended. The operating agreement is a quite valuable business document, and it is typically worth investing in as you set out to create your LLC.
One of its core aspects is outlining how the LLC should be managed and who is in charge of what, mainly because it helps distinguish the LLC as a business that is separate from any other organization and separate from your personal assets. This is even more important if your LLC is a multi-member LLC (i.e. there is more than one owner or officer).
Some of the aspects to include in an operating agreement are:
- An outline of the company’s products and services
- The name and address of the LLC’s owner (or owners)
- The name and address of the person managing or overseeing the business
- Outline of each owner’s financial contributions to the company
- An outline of each owner’s stake in the business, including their profit-sharing rights as well as any voting rights if established
- The process of allowing new business partners or electing a new manager
- What happens in case you plan to transfer some or all ownership of the business to another person
- Specific procedures required to dissolve the company
If you do decide to create an operating agreement, it’s best practice to have each owner and member sign the documents and receive a copy of them, and file them with other business documents to keep close at hand. You do not have to file them with the state. They will become very important if you ever want to dissolve an LLC in Virginia.
Step 5: Apply for an EIN
An Employer Identification Number (EIN) is a big part of becoming a business owner. You need an EIN if your LLC has more than one member, has employees or elects corporate tax treatment. A single-member LLC can often use the owner’s SSN for federal taxes, but most banks ask for an EIN anyway.
The process of getting an EIN is simple and straightforward. The entire process is done through the IRS’s website. You’ll need to determine your eligibility, and complete and submit an online application. Your EIN is then immediately accessible to you, and you can download or save this information.
To be eligible for an EIN, you must:
- Apply for an EIN for a business located in the U.S.
- Have a valid Taxpayer Identification Number. This could be your Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN number)
If you’re not sure whether you need an EIN, check out the IRS website. If you do not want to go through this process alone, you don’t have to. We can help you complete it as a part of the services we offer.
FAQ
The state filing fee is $100, but other costs can apply, such as a registered agent service and local business licenses.
Online filings are usually approved quickly, often the same day, while mailed filings take longer. Expedited processing is available.
Yes. Every Virginia LLC must have a registered agent with a registered office in Virginia.
Virginia does not require an operating agreement, and one doesn’t have to be in writing. Still, a written agreement is strongly recommended to clarify ownership and management responsibilities.
No. Virginia LLCs don’t file an annual report. Instead, they pay a $50 annual registration fee by the last day of the month they were formed, every year after the formation year. A $25 penalty applies if it’s late, and an LLC that still hasn’t paid by the end of the third month after the due date is automatically canceled.
Virginia does not impose a franchise tax on LLCs.
Virginia does not issue a statewide business license, but most cities and counties require a local business license based on your business activity.
You can dissolve a Virginia LLC by filing Articles of Cancellation (Form LLC1050) and paying the $25 filing fee.
