How to Form an LLC in Virginia

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

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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 of Limited Liability Company Name with the Virginia State Corporations Commission. The reservation must be filed by mail. The filing fee is $10.

2. File Articles of Organization 

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

3. 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. 

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.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Virginia, but is highly advisable. 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. Publication Requirements

None.

6. 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 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.

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.

7. 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 by the first day of the second month preceding the month in which the LLC was formed.  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. 

8. 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. The 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. 

To register, file an Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company. The application may be filed online at the Virginia New Entity Formation web page, or by mail. The filing fee is $100.

The completed application must be accompanied by a less than one-year-old certified or otherwise authenticated copy of the LLC's original articles of organization or similar document from its home state, along with all amendments and corrections to it. The certificate of the Secretary of State or similar official must indicate that the copy of the articles is a “true and correct copy” of the official records, or words to that effect. A Certificate of Existence/Fact/Good Standing is not 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 is not available, the LLC must adopt a designated name for use in Virginia. State the “for use in Virginia” name in parentheses on the first line of the application, following the LLC's real name.

by: , J.D.

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