To form an LLC in Virginia, here's everything you need to know.
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.
- Choose a name for your LLC.
- Appoint a registered agent.
- File Articles of Organization.
- Prepare an LLC operating agreement.
- Comply with other tax and regulatory requirements.
- Pay annual registration fees.
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.
All of the paperwork and procedural steps to start a limited liability company can be done online using Nolo's Online LLC Formation service.
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. 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 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. 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. 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.
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. 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 (Form LLC-1052). The application may be filed online 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.