How to Start an LLC in Virginia
Here are the 7 steps to start a limited liability company (LLC) in Virginia
For more information on how to form an LLC in any state, see the article How to Form an LLC.
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Learn about Virginia LLC formation, including information on Registered Agents, naming rules, business licenses, and more.
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Creating an LLC in Virginia
A limited liability company (LLC) offers many benefits to small businesses, including liability protection and tax advantages.
A Limited Liability Company LLC must be formed in Virginia by filing the Articles of Organization with the Virginia State Corporate Commission and paying the $100 filing fee.
However, you’ll first need to choose a name and registered agent for your Virginia LLC .If you file online, you can acquire an LLC in Virginia in as little as 2-3 business days (or 2 weeks if you file by mail). You can pay for expedited processing if you need your Virginia LLC sooner.
An LLC can be easily formed in Virginia. Simply follow these seven steps, and you’re done. Find out more about LLCs and their benefits in our What is an LLC guide.
Step 1. Choose a Name for Your LLC Virginia
Creating an LLC in Virginia requires you to choose a business name before you can file the Articles of Organization. Be sure that your business name complies with the Virginia naming requirements and can be searched by potential customers.
- Virginia law requires an LLC name to contain the words “Limited Liability Company” or “Limited Company,” or the abbreviations “Ltd.,” “LLC,” or “LC.” “Limited” may be abbreviated as “Ltd.” or “LTD,” and “Company” as “Co.”
- It is not acceptable for your Virginia LLC to have words associated with a government agency (FBI, Treasury, State Department, etc.).
- You should avoid using words or abbreviations that may make your LLC Virginia appear to be a different type of entity, such as “LP” or “corporation”.
- There may be additional documentation and licensure paperwork required for certain restricted words (bank, lawyer, attorney, credit union, etc.).
- Check the state’s business name database to ensure the name you want is not already taken(including businesses no longer in operation)
See a complete list of Virginia’ naming rules here.
Check URL availability: You are likely to need a web page even if you don’t think you do. Buying your domain name now will at least give you the option of having one in the future. It’s a good idea to check the URL availability before finalizing your Virginia LLC name.
No. A DBA is simply a name for a business, not a legal business entity like an LLC. A sole proprietorship is frequently mistaken for a DBA, despite the fact that they are different: sole proprietorships are businesses in and of themselves, while a DBA is simply a label for one. To learn more about DBA, read our “What is a DBA” Guide.
Yes, You can reserve a name for 120 days by submitting an Application for Reservation or Renewal of Reservation of a Business Entity Name (Form SCC631) to the Commonwealth of Virginia State Corporation Commission. The reservation must be submitted by mail. There is a $10 filing fee.
Step 2: Appoint Your Registered Agent in Virginia
Your next step in forming an LLC in Virginia is to appoint a Registered Agent, an individual or company authorized to receive legal and state mail on your behalf.
All Virginia LLCs must have a registered agent. Please include your registered agent’s name and address on your Articles of Organization.
Registered Agent Requirements in Virginia
To comply with Virginia law, your LLC’s registered agent must be a resident or business entity that maintains a physical address in Virginia. The “registered address” cannot be a P.O. box. It must be a real physical address that can be visited in person.
Further, in Virginia, your registered agent must agree to perform this role and sign a form confirming their consent. Consent statements should include the following:
- Written confirmation that the person designated consents to serve as the LLC’s registered agent
- The name of your Virginia LLC and the person designated as your registered agent
- Registered agent’s signature
- Date of execution
Although you do not have to submit this form to the Secretary of State, your business must record it. Learn more about Virginia Registered Agents by reading our full guide.
A Virginia resident or a business authorized to do business in Virginia, such as a registered agent service, may not serve as your Registered Agent. You can authorize anyone who works for the company, including yourself.
In the Commonwealth of Virginia, there are certain standards for replacing your LLC’s registered agent. To make a registered agent change, a firm must submit an “Statement of Change of Registered Agent and/or Registered Office” to the Office of the Clerk through its website or by mail.
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Wise Business Plans offers a free year of registered agent service when forming an LLC in Virginia.
Step 3.Prepare and File the Articles of Organization
To create a Virginia LLC, you will need to file (Form LLC-1011) – Articles of Organization with the Virginia Division of Corporations. You may apply online, by mail, or in person.
If you choose one of our business formation services, we can handle this step for you.
The following information is typically required to create a Articles of Organization:
- Your LLC name and principal place of business.
- Name, address, and signature of the LLC’s registered agent
- Decide whether your Virginia LLC will be member-managed or manager-managed. Indicate the names and addresses of each member and manager.
- The reason for forming the LLC in Virginia.
- Name and address of the LLC’s organizer.
- The effective date of the certificate,
- The person forming the LLC must sign the Certificate.
Foreign LLCs: LLCs that are based in another state but intend to conduct business in Virginia must complete a form called the Qualification of Foreign LLC.
A filing fee of $100 File Online or Download Form
Two Ways to File the Articles of Organization
The 1st option is:
Online filing through the Virginia State Corporation Commission
The 2nd option is:
Filing the Articles of Organization by Mail
Address to Mail
There is a state filing fee of $100 payable to the Virginia Department of State. (nonrefundable)
State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218-1197
In a member-managed LLC, the members (owners) take on the business’s daily responsibilities. Manager-managed LLCs are managed by managers who are elected by the members. Those who manage your LLC will have the authority to do a wide range of tasks-from hiring staff to opening bank accounts.
A domestic LLC is a company incorporated in Virginia as an LLC. A foreign LLC is an entity registered in another state with a physical presence in your state.
Step 4. Get a Certificate From the State
Upon filing your Articles of Organization, the secretary of state will review it. As soon as the Articles of Organization is approved, the LLC becomes a legal entity.
By obtaining this certificate, LLCs will be able to obtain an Employer Identification Number (EIN), licenses, and business accounts.
Step 5. Write an Virginia LLC Operating Agreement
An operating agreement is a legally-binding document that sets out how your LLC will operate, from the voting process to mergers.
Operating agreements are not required in Virginia, but they are an essential part of your business.
Written operating agreements are helpful for different reasons, including resolving disputes over financial agreements and other potential litigation.
The LLC declaration can prove that your LLC is a separate entity, which can help preserve your limited liability.
An operating agreement ensures that all business owners are on the same page and reduces the possibility of future conflict.
How should an operating agreement be drafted?
The operating agreement should detail the LLC’s overall business purpose and other important matters, such as how the company will be taxed and how new members will be accepted. Legal agreements can clarify several important concerns, such as:
- Who makes decisions for the company, especially those who decide if partners disagree.
- Who is responsible for different aspects of the business as well as for strategic decisions.
- If a partner leaves the company, what will happen to their ownership interests in the corporation.
- The members and their contributions
- How profits and losses will be divided
- Procedures for admitting new members and removing outgoing members
In Virginia, you can include just about anything in your operating agreement, as long as it doesn’t violate the state law or the Articles of Organization.
Although an operating agreement isn’t required, it’s a good idea to have one, even if your LLC only has one member and you’ll be the one making all of the decisions. Your LLC gains credibility by having a formal operating agreement.
Although the state of Virginia does not require that you file an operating agreement, it must be delivered to each owner or member for approval. The operating agreement establishes a company run by its members, and they strive to establish and comply with policies and regulations for its management.
Step 6. Get an EIN for Your Virginia LLC
Basically, an employer identification number (EIN) is a social security number for your LLC in Virginia.
To identify your LLC for tax purposes, the Internal Revenue Service assigns a nine-digit Employer Identification Number (EIN). You can apply for your EIN either by mail or online.
An EIN is used for the following purposes:
- Manage state and federal taxes
- Create a business bank account
- Hire employees
Get an EIN Number in Virginia
Getting an EIN number is easy and free, There are two ways to get an EIN number in Virginia.
The 1st option is:
Apply online for an EIN from the IRS
The 2nd option is:
Get an EIN by Mail or Fax
Address to Mail
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
If your LLC has employees or multiple owners, or you choose to be taxed as a corporation, you’ll need a federal employer identification number (EIN) first. In addition, Virginia LLC owners are required to pay federal self-employment taxes in order to cover Social Security and Medicare obligations.
A tax classification will be discussed with you when you obtain an EIN. In most cases, LLCs choose the default status.
Some LLCs can reduce their federal tax obligation by electing S corporation status. Consult with a local accountant to find out which option is best for you.
When converting a sole proprietorships to an LLC, the IRS requires sole proprietorships to get a new EIN.
Step 7. Pay Annual Registration Fees
All Virginia LLCs and foreign LLCs authorized to operate in the state must pay a $50 registration fee every year. The payment is due on or before the last day of each month, when your LLC was formed. A notification of the charge will be sent to the registered agent at the business address listed in your Articles of Organization.
The annual registration fee may be conveniently paid online at the Corporations Commission SCC efile website or by postal mail.
Late Filings: Missing your filing deadline will result in a $25 late fee for your LLC. In addition, Virginia will dissolve your LLC after three months if you fail to pay your annual registration fees.
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What to do After Forming Your Virginia LLC
Keep your personal and business assets separate
Your personal assets (such as your home, car, and other valuables) may be at risk when your Virginia LLC is sued if they are mixed with your business accounts.
Here are some steps you can take to protect your LLC in Virginia:
1. Create a Business Plan:
If you decide that a Virginia LLC will be a good choice for your business in Virginia, your next step is to create a business plan (although it is not required), so that you have a roadmap for what you will do and how you will accomplish it.
Free: Business Plan Examples Pdf
Do you need help creating a business plan? Check out these six free, proven business plan examples from different industries to help you write your own.
2. Open a Bank Account
As soon as your LLC is officially formed, you should open a business bank account. Why? Keeping separate bank accounts will help you maintain the legal distinction between the LLC and you (the owner).
Because LLCs are limited liability companies, creditors and litigants can’t take your assets.
It is essential for small business owners to partner with the right bank.
Recommended: Check out our business bank account page to learn which banks offer the best business check accounts, ATM access, interest-bearing accounts, and online and mobile banking options for businesses.
3. Obtaining a business credit card:
- Allows you to separate personal and business expenses.
- Develops your company’s credit history, which can be helpful to raise capital (e.g., small business loans) later.
4. Hiring a business accountant:
- It prevents your business from overpaying taxes while preventing penalties, fines, and other costly tax mistakes.
- Gives you more time to focus on your growing business by simplifying bookkeeping and payroll.
- Manage your business’s funding more effectively. Find out where extra profit or loss can be made
Getting Business Insurance for Your LLC
You can manage risks and grow your LLC with business insurance. Here are the most common types:
- General liability insurance protects your business from lawsuits. Most small businesses purchase general liability coverage.
- Professional liability insurance protects professionals and businesses from claims of negligence from their clients or customers. Liability insurance typically covers negligence, copyright infringement, personal injury, and more.
- Workers’ compensation insurance: Covers illnesses, injuries, and deaths resulting from a worker’s work.
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- General business liability insurance
- Medical insurance
- Term life insurance
- Workers’ Comp
- Surety bonds
- Commercial auto
Virginia LLC FAQs
Although forming an LLC in Virginia is not difficult, it is costly. At the most basic level, you’ll need to pay at least $100 to file of the articles of organization and establish your LLC in Virginia.
Corporations must comply with more regulations than LLCs. Earnings from an LLC are not subject to the same double taxation as earnings from a C-corporation. LLCs have the option of being taxed as a corporation or a pass-through business. Virginia LLCs are not required to file an annual report.
If you file online, you can acquire an LLC in Virginia in as little as 2-3 business days (or 2 weeks if you file by mail). You can pay for expedited processing if you need your Virginia LLC sooner.
Simply follow these three steps to dissolve an LLC in Virginia: Keep the Operating Agreement in mind. Close all of your company’s tax accounts.
Step 1: Follow Your Virginia LLC Operating Agreement.
Step 2: Close Your Business Tax Accounts.
Step 3: File Articles of Dissolution.
A name change can be filed online by Virginia and foreign business entities that are authorized to do business in Virginia. Virginia businesses can do so by filing Articles of Amendment – Name Change. An Application for Amended Certificate of Authority or Amended Certificate of Registration can be filed by a foreign business entity.
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