How to Form an LLC in Virginia

Here are the steps you need to take to form a limited liability company (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. The filing fee is $10.

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 may be (1) a Virginia resident who is: a member or manager of the LLC, a member or manager of a LLC that is a member of manager of the LLC, an officer or director of a corporation that is a member or manager of the LLC, a general partner of a general or limited partnership that is a member or manager of the LLC, a trustee of a trust that is a member or manager of the LLC, or a member of the Virginia State Bar; or (2) a corporation authorized to do business in Virginia. 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
• the LLC's initial principal office address, and
• signatures of the LLC's organizers.

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. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. 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. If an operating agreement is created, it need not be filed with the Articles of Organization.

5. Obtain an 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 instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

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. The fee is due each year on or before the last day of the month in which your LLC was created. The Virginia Corporations Commission will mail a notice of the assessment to the LLC's registered agent at the registered office address. The Commission must receive the LLC's annual registration fee payment on or before the due date stated in the notice of assessment or a $25 penalty will be imposed. Annual registration fees may be paid online at the Corporations Commission SCC efile web page or by postal mail.