How to Form an LLC in Virginia

To form an LLC in Virginia, here's everything you need to know.

Here are the steps you need to take to form an LLC in Virginia. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

1. Choose a Name for Your LLC

Under Virginia law, an LLC name must contain the words "Limited Liability Company" or "Limited Company" or the abbreviations "LLC," "LC," "L.L.C.," or "L.C."

Your LLC’s name must be distinguishable from the names of other business entities already on file with the Virginia State Corporations Commission, Office of the Clerk. Names may be checked for availability at the Virginia business name database.

You may reserve a name for 120 days by filing an Application for Reservation or for Renewal of Reservation of a Business Entity Name (Form SCC631) with the Commonwealth of Virginia State Corporation Commission. The reservation must be filed by mail.

2. Appoint a Registered Agent

Every Virginia LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent must have a physical street address in Virginia.

3. File Articles of Organization

A Virginia LLC is created by filing Articles of Organization (Form LLC-1011) with the Virginia State Corporations Commission. The articles must include the LLC's name, the name and address of the LLC’s registered agent, and certain other basic information. The articles may be filed online at the Virginia New Entity Formation webpage or by mail. The filing fee is $100.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Virginia, but is highly advisable. This is an internal document that establishes how your LLC will be run, including how the LLC will be managed. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC.

5. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation. You may obtain an EIN by completing an online EIN application on the IRS website.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county if it is in an unincorporated area). For state license information, check Virginia’s Business OneStop website. For more information, see Nolo's article How to Get a Small Business License in Virginia.

Department of Taxation: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Virginia Department of Taxation. For many state tax purposes, you can register either online (through the VATAX online service) or on paper (typically using Form R-1). For more information on Virginia LLC tax registration, check Nolo's article Virginia LLC Annual Filing Requirements.

6. Pay Annual Registration Fees

All Virginia LLCs and foreign LLCs authorized to do business in the state must pay a $50 annual registration fee. Annual registration fees may be paid online at the Corporations Commission SCC efile web page or by postal mail.

All of the paperwork and procedural steps to start a limited liability company in Virginia can be done online using Nolo's Virginia Online LLC Formation application.

7. Foreign LLCs Doing Business in Virginia

To do business in Virginia, all LLCs organized outside of the state must register with the Virginia State Corporations Commission. Foreign LLCs must appoint a registered agent for service of process. To register, file an Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company (Form LLC-1052). The application may be filed online or by mail.

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