What is a Limited Liability Company?
Frequently asked questions about starting and running an LLC, or limited liability company.
If you're starting a business venture in Virginia, you might be interested in forming a limited liability company (LLC). An LLC is a popular entity structure for small business owners due to its flexible tax and management structures and limited liability.
Follow these steps to create an LLC in Virginia. For more information on how to form an LLC in any state, see our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.
When you start your LLC, you'll need a business name. Make sure you follow Virginia's LLC Act when picking a name for your company.
LLC name must be distinguishable. Your LLC's name must be distinguishable (different) from the names of any other business entities on file with the Virginia State Corporations Commission (SCC). You can use the name check availability feature or the business entity search page on the SCC website to see whether your proposed name is already being used. ( Va. Code § 13.1-1012 (2024).)
LLC name must include an entity designator. Under Virginia law, your LLC name must contain the words "limited liability company" or "limited company" or the abbreviations "LLC," "LC," "L.L.C.," or "L.C." (Va. Code § 13.1-1012 (2024).)
Name reservation. You can reserve a business name for 120 days by filing an Application for Reservation or Renewal of Reservation of a Business Entity Name (Form SCC631) with the SCC. You can reserve an LLC name online through the SCC's Clerk Information System (CIS). You can renew the reservation. As of 2024, the filing fee to reserve a name is $10. (Va. Code § 13.1-1013 (2024).)
Using an assumed or fictitious name. You can do business under a name that's different from your LLC's legal name listed in its articles of organization. This alternative name is sometimes called an "assumed name," "trade name," "DBA" (short for doing business as), or "fictitious name." If your LLC uses an assumed name, you must register it with the Commonwealth by filing a certificate of assumed or fictitious name with the SCC. You can file the certificate online via CIS or by mail using Form SCC 59.1-70-BE. As of 2024, the filing fee for an assumed or fictitious name certificate is $10. Check out the SCC's fictitious names webpage for more details. (Va. Code §§ 59.1-609 and following (2024).)
See the SCC's business entities page for more on business names, including answers to frequently asked questions.
Every Virginia LLC must have an agent for service of process (called a "registered agent") in the Commonwealth. A registered agent is an individual or business entity that agrees to accept legal papers on the LLC's behalf—for example, if the company is sued. The registered agent must be a Virginia resident or business authorized to transact business in the Commonwealth.
Specifically, the registered agent can be:
An LLC can't act as its own registered agent. The registered agent must have a physical office in the Commonwealth.
(Va. Code § 13.1-1015 (2024).)
You can form a Virginia LLC by filing Articles of Organization (Form LLC-1011) with the SCC. The articles must include:
(Va. Code § 13.1-1011 (2024).)
The LLC's organizer must sign the articles. You can file the articles online through CIS or by mailing a completed form the SCC office. The SCC has a list of LLC forms and fees on its website. As of 2024, the filing fee for Virginia articles of organization is $100.
In Virginia, an LLC can—but isn't required to—have an operating agreement. While an agreement isn't required, it's highly recommended your LLC create one—and it should be in writing. All members must agree to the agreement. Once you create an operating agreement for your LLC, your company is bound by it. (Va. Code § 13.1-1023 (2024).)
The operating agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. This internal document should set out the procedures for how the LLC will be managed.
An operating agreement has many advantages. It can help preserve your limited liability by showing that your LLC is truly a separate business entity. In addition, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company. Moreover, the operating agreement ensures that all current and future members and managers are on the same page about the LLC's operations.
In the absence of an operating agreement, state LLC law will govern how your LLC operates.
For help creating an LLC operating agreement, you can use our online LLC formation service.
Other tax and regulatory requirements might apply to your LLC. These additional requirements can include the following.
EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if you'll have employees or you elect to have your LLC taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.
Business licenses. Depending on your LLC's business activities and location, your LLC could 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's in an unincorporated area). For state license information, check the license section of the Virginia state website. For additional details, see our article on how to get a small business license in Virginia.
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 (DOT). You can register for various types of taxes, including income, sales, and withholding tax. New businesses must register online with the DOT. For more information on state LLC tax registration, check out our article on LLC annual report and tax filing requirements in Virginia.
LLC annual registration fee. Unlike most other states, Virginia doesn't require LLCs to submit a report. However, your Virginia LLC will need to pay an annual registration fee to the SCC. The fee is due before the last day of your LLC's anniversary month. As of 2024, the fee is $50. You can pay the fee online via CIS. (Va. Code § 13.1-1062 (2024).)
Here are some other questions you might have about your Virginia LLC.
If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.
To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.
Below are the fees (as of 2024) you might need to pay to form your LLC in Virginia:
Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.
To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.
No. Virginia, unlike other states, doesn't require LLCs to submit an annual report.
However, you'll still need to pay an annual registration fee of $50 (as of 2024) to the SCC before the last day of your LLC's anniversary month. For example, if you formed your LLC on October 12, then you'd need to pay the fee by October 31. You can pay the fee online through the SCC's CIS.
Apart from paying an annual registration fee, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.
Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.
You're not required to have an operating agreement in Virginia but it's highly advantageous to have one. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default.
Virginia doesn't require businesses to obtain a statewide operating license. However, depending on your LLC's location and business activities, you might need to obtain 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. The website has helpful information and resources for new businesses on topics related to business registration, licenses, financing, taxes, and more. For a small registration fee, you can create and organize your business through the site.
Yes. LLCs are a unique business structure when it comes to taxes. By default, LLCs are taxed as pass-through entities (PTEs), meaning the income passes through the business to the owners, who then pay taxes on their share of the income. Specifically, single-member LLCs are taxed as disregarded entities, and multi-member LLCs are taxed as partnerships. But in either case, you can elect to have your LLC taxed as a corporation and pay the corporate income tax.
In Virginia, PTEs must file an annual income return using either Form 502 or Form 502PTET. Single-member LLCs are exempt from this requirement. Most LLCs can also elect to pay the PTE tax. If you choose to pay this tax, your LLC will pay a flat rate income tax on behalf of all LLC owners. If one of your LLC members isn't a Virginia resident, then your LLC must withhold income tax for that owner. See the PTE webpage on the Virginia Tax website for more information.
While your LLC is taxed as a PTE by default, you can choose to have your LLC taxed as a corporation. If you elect corporate tax status for your LLC, then you must pay Virginia's corporation income tax.
Your LLC might be responsible for other state and local taxes, such as sales and use tax, property tax, withholding tax, and other business taxes.
To do business in Virginia, all LLCs organized outside of the state must register with the SCC. Foreign (out-of-state) LLCs must appoint a registered agent in Virginia for service of process. To register your foreign LLC in Virginia, file an Application for Certificate of Registration to Transact Business in Virginia (Form LLC-1052). You can file the application online via CIS or by mail. As of 2024, the filing fee for a certificate of registration is $100.
With your application, you must include a copy of your LLC's original articles of organization or similar document authenticated by your home state's secretary of state, along with any amendments and corrections to the articles. A certificate of existence or good standing or similar document isn't sufficient.
Before filing the application, make sure the LLC's name is available in Virginia by checking the Virginia business name database. If the name isn't available, the LLC must adopt a designated name for use in Virginia.
(Va. Code §§ 13.1-1051 and following (2024).)
Yes. For most formation purposes, a Virginia single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Virginia are the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.
Yes. If you provide a licensed professional service in Virginia and want to form an LLC, you can form a professional LLC (PLLC). Examples of providers of professional services include architects, attorneys, dentists, certified public accountants, physicians, and more. Generally, if you provide a service that requires you to obtain a Virginia state license, certification, or other legal authorization before practicing, then you provide a professional service.
You can form a professional LLC to perform a single professional service In some cases, you can form a PLLC for specified, related professional services. Only professionals licensed to perform the same or specified, related services can become members of the same professional LLC.
(Va. Code §§ 13.1-1100 and following (2024).)
When you're ready to close your business, you should legally dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in Virginia, you should:
(Va. Code §§ 13.1-1046 and following (2024).)
You also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.
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