Here’s an overview of the key steps you’ll need to take to start your own business in Virginia.

Step 1. Decide on a Legal Structure

The most common legal structures for a small business are:

• sole proprietorship
• partnership
• limited liability company (LLC), and
• corporation

There also are special versions of some of these structures, such as limited partnerships and S corporations. You’ll want to consider which business entity structure offers the type of liability protection you want and the best tax, financing, and financial benefits for you and your business. Check Choose Your Business Structure on Nolo’s website for more information on how to choose the best ownership structure for your business.

Step 2. Choose a Name

For LLCs and corporations, you will need to check that your name is distinguishable from the names of other business entities already on file with the Virginia State Corporation Commission (SCC). You can check for available names by doing a business entity search on the SCC website. You can reserve an available name for 120 days by filing Form SCC631, Application for Reservation or for Renewal of Reservation of a Business Entity Name. You can also repeatedly renew the reservation before it expires. There are certain name requirements for LLCs and corporations (like including a word such as “LLC” for LLCs or “Company” for corporations). See How to Form an LLC in Virginia and How to Form a Corporation in Virginia for more information.

Is your business a sole proprietorship or partnership that uses a business name that is different from the legal name of the business owner (for a sole proprietorship) or surnames of the individual partners (for a partnership)? If so, you must register a Certificate of Assumed or Fictitious Name in the county where you do business.

If you plan on doing business online, you may want to register your business name as a domain name. See Choose and Register a Domain Name for more information. In addition, to avoid trademark infringement issues, you should do a federal and state trademark check to make sure the name you want to use is not the same as or too similar to a name already in use. See How to Do a Trademark Search for more information.

Step 3. Create Your Business Entity

• Sole proprietorship: To establish a sole proprietorship in Virginia, you don’t need to file any organizational documents with the state. For more information, see How to Establish a Sole Proprietorship in Virginia.
• Partnership: To create a general partnership in Virginia, you don’t need to file any organizational documents with the state. Although not legally required, all partnerships should have a written partnership agreement. The partnership agreement can be very helpful if there is ever a dispute among the partners. For more information, see How to Form a Partnership in Virginia. To form a limited liability partnership(often used by professionals), you must file a Statement of Registration with the Virginia SCC. For more information, see How to Form a Limited Liability Partnership in Virginia.
• LLCs: To create an LLC in Virginia, you must file Articles of Organization with the Virginia SCC. You will also need to appoint a registered agent in Virginia for service of process. In addition, while not required by law, you should prepare an operating agreement to establish the basic rules about how your LLC will operate. The operating agreement is not filed with the state. For more information, see How to Form an LLC in Virginia andHow to Form a Professional LLC in Virginia (for professionals).
• Corporations: To create a corporation in Virginia, you must file Articles of Incorporation with the Virginia SCC. You will also need to appoint a registered agent in Virginia for service of process. Although not legally required, you also should prepare bylaws to establish your corporation’s internal operating rules. Bylaws are not filed with the state. S Corporations must also file IRS Form 2553, Election by a Small Business Corporation, with the IRS. For more information, see How to Form a Corporation in Virginia.

Step 4. Licenses and Permits

Tax Registration. If you will be selling goods in Virginia, you must register with the Department of Taxes (DOT) to collect sales tax. If your businesses will have employees, you must register with the DOT for employer withholding taxes. You can register for both types of tax, as well as other business taxes, either online via VATAX Online Services or on paper using Form R-1, Virginia Department of Taxation Business Registration Form.

EIN. If your business has employees or is taxed separately from you, you must obtain a federal Employer Identification Number (EIN) from the IRS. Even if you are not required to obtain an EIN, there are often business reasons for doing so. Banks often require an EIN to open an account in the business’s name and other companies you do business with may require an EIN to process payments. You can get an EIN by completing an online application on the IRS website. There is no filing fee.

Regulatory licenses and permits. These cover areas such as:

• health and safety
• the environment
• building and construction; and
• specific industries or services.

Different licenses and permits are issued by different agencies. You can check the websites for individual state agencies for more information. For example, certain permits related to environmental regulations are issued by theDepartment of Environmental Quality.

Many other licenses are issued locally. The state’s official government website, virginia.gov, links to a privately-run website that can help you figure out what licenses might be necessary. Some businesses may be exempt from local licensing requirements under state or federal law.

Professional and occupational licenses. These cover people who work in various fields. Most of this licensing is handled through the Virginia Department of Professional and Occupational Regulation (DPOR). The DPOR website has sections listing various professional regulatory boards and regulated professions and occupations.

Step 5. Business Location and Zoning

You’ll need to pick a location for your business and check local zoning regulations. That includes if you work from home. You may be able to find zoning regulations for your town or city by checking municode.com.

Step 6. Taxes and Reporting

Virginia taxes every kind of business. See Virginia State Business Income Tax for more information on state business taxes in Virginia.

Sole proprietorships. Pay state taxes on business income as part of their personal state income tax returns (Form 760).

Partnerships. Partners pay state taxes on partnership income on personal tax returns. In addition, Virginia partnerships also must file Form 502, Pass-Through Entity Return of Income and Return of Nonresident Withholding Tax.

LLCs. Members pay state taxes on their share of LLC income on personal tax returns. In addition, LLCs themselves have to file an additional state tax form. The specific form used will depend on how the LLC is classified for federal tax purposes. Virginia LLCs also are required to file an annual report (also known as an annual registration fee). See Virginia LLC Annual Filing Requirements for more information.

Corporations. Shareholders must pay states taxes on their dividends from the corporation. A shareholder-employee with a salary also must pay state income tax on his or her personal state tax return. Moreover, the corporation itself is subject to Virginia corporation taxes. And, finally, corporations must file an annual report with the Virginia SCC.

If you have employees, you must also deal with state employer taxes.

And, apart from Virginia taxes, there are always federal income and employer taxes. Check IRS Publications 334,Tax Guide for Small Business, and 583, Taxpayers Starting a Business, available at irs.gov.

Step 7. Insurance

Insurance is a good idea for most kinds of business. While insurance often is regulated at the state level, the types of business insurance available are usually similar across the fifty states. Check Obtaining Business Insurance for more information.

Share on Google Plus

Share on Facebook