How to form an LLC in Virginia

Virginia offers one of the most business-friendly LLC environments on the East Coast, combining reasonable formation costs with simplified ongoing compliance. The state charges just $100 to file Articles of Organization and requires only a $50 annual registration fee—no annual reports, no franchise taxes, and no complex ongoing filings that burden businesses in neighboring states.

Online processing through Virginia's State Corporation Commission (SCC) typically completes within 2-5 business days, making Virginia an attractive option for entrepreneurs seeking quick formation with predictable long-term costs. Your LLC gains liability protection immediately upon approval, while simplified compliance requirements allow you to focus on business operations rather than administrative maintenance.

Virginia LLC formation requirements

Virginia mandates specific elements under the Virginia Limited Liability Company Act while keeping optional requirements to a minimum. Understanding these core requirements ensures smooth formation without unexpected delays or rejections.

Core Requirement Virginia Rule Mandatory?
LLC Name Must be distinguishable and include "Limited Liability Company," "L.L.C.," or "LLC" Yes
Registered Agent Individual (18+) or business with a physical Virginia address; written consent required Yes
Articles of Organization File with the State Corporation Commission; $100 state fee Yes
Operating Agreement Internal contract; not filed with the state No, but strongly recommended

Articles of Organization filing fees

Virginia maintains consistent pricing across all filing methods, though processing times vary significantly based on your chosen submission channel.

Filing Method State Fee Submission Channel Typical Processing Time
Online (preferred) $100 Virginia SCC Clerk's Information System 2-5 business days
Paper (mail or in-person) $100 Mail to Richmond or deliver in person 2-5 business days plus mail time

Online filing through the SCC Clerk's Information System provides the fastest processing and immediate confirmation of submission. The State Corporation Commission offers expedited options for additional fees when immediate approval is necessary for business operations or funding deadlines.

Step-by-step Virginia LLC formation process

Virginia's formation process follows a straightforward path that most entrepreneurs can complete independently with proper preparation and attention to detail.

Step 1: Choose and verify your LLC name

Virginia requires names ending in "Limited Liability Company," "L.L.C.," "LLC," "LC," "L.C.," or "Limited Company" that are distinguishable from existing businesses. Search the SCC's business name database to confirm availability before filing your Articles of Organization.

Avoid restricted terms like "bank," "trust," or "insurance" without proper regulatory authorization. Government-related words like "Treasury" or "Federal" are prohibited entirely. Plan alternative names before searching to avoid delays if your first choice is unavailable.

Name reservation costs $10 and secures your chosen name for 120 days while you prepare formation documents. If you plan to operate under a different trade name, you can file a fictitious name registration for $10 after LLC formation.

Step 2: Appoint a registered agent

Virginia law requires every LLC to maintain a registered agent who can receive legal documents, state correspondence, and service of process during business hours. Your agent must be a Virginia resident at least 18 years old or an authorized business entity with a physical Virginia street address.

Your registered agent options include:

  • Self-service: Any Virginia resident member can serve at no cost, but this requires listing your address publicly and maintaining business-hour availability
  • Professional service: Commercial agents cost $100-$300 annually but provide privacy protection, guaranteed availability, and professional document handling

Provide written consent from your chosen agent before filing Articles of Organization. The State Corporation Commission requires current contact information and will reject filings with incomplete agent details.

Step 3: File Articles of Organization

Form LLC-1011 officially creates your Virginia LLC through the State Corporation Commission. This document becomes part of the public record and establishes your business's legal existence. Required information includes:

  • Exact LLC name as verified for availability
  • Principal office address (may be located outside Virginia)
  • Registered agent's name and Virginia street address with written consent
  • Organizer's name, address, and signature

File online through the SCC Clerk's Information System for fastest processing, or submit paper forms by mail to Richmond. Both methods cost $100, but online submissions provide immediate confirmation and faster approval.

The State Corporation Commission typically processes Articles of Organization within 2-5 business days for standard submissions. Monitor your filing status online and respond promptly to any requests for clarification or correction.

Step 4: Create an Operating Agreement

While Virginia doesn't require Operating Agreements, creating this internal document strengthens liability protection and establishes clear business governance procedures. Banks, investors, and potential partners often require Operating Agreements before conducting business.

Essential provisions to include:

  • Member ownership percentages and capital contribution requirements
  • Management structure (member-managed vs. manager-managed)
  • Voting procedures and decision-making authority
  • Profit and loss distribution methods
  • Member admission and withdrawal procedures
  • Dissolution and asset distribution requirements

Single-member LLCs particularly benefit from Operating Agreements that demonstrate business separation from personal affairs. Multi-member LLCs need detailed governance provisions to prevent disputes and ensure smooth operations during conflicts or ownership changes.

Step 5: Obtain required licenses and permits

Complete federal and state registrations to establish proper business infrastructure and meet operational requirements. Start by obtaining a free Employer Identification Number (EIN) from the IRS, which you'll need for business banking, tax filing, and hiring employees.

Virginia doesn't require statewide business licenses for most activities, but localities impose Business, Professional, and Occupational License (BPOL) requirements with fees varying by jurisdiction and business type. Register for Virginia sales tax through the Department of Taxation if selling taxable goods or services.

Check with your city and county governments about additional permits, zoning approvals, and industry-specific licenses. Professional services may require state-level licensing through relevant regulatory boards, while certain industries need specialized permits before operations can begin.

Virginia LLC ongoing compliance requirements

Creating your LLC is just the beginning. Staying compliant requires attention to ongoing obligations that protect your legal status and liability shield.

Your primary ongoing requirement is the $50 annual registration fee due by the last day of your anniversary month. Virginia doesn't require annual report filing—just the fee payment keeps your LLC in good standing. Missing the deadline triggers a $25 penalty, and continued non-compliance can lead to administrative dissolution.

Your registered agent must remain current and available. Tax obligations depend on your LLC's structure—single-member LLCs typically report on personal returns, while multi-member LLCs may need to file partnership returns. Most localities also require annual BPOL license renewals.

Most Virginia localities require annual BPOL license renewals with fees based on business gross receipts. Professional licenses may need periodic renewal through state regulatory agencies, and zoning permits may require updates when business operations change.

FAQs about Virginia LLC formation

What is the cost to start an LLC in Virginia? 

The minimum cost is $100 for the Articles of Organization. Add registered agent fees if using a professional service (typically $100-$300 annually), plus optional name reservation for $10. Most entrepreneurs spend between $200-400 to get started.

How long does formation take? 

Online filings typically process within 2-5 business days, while paper submissions take the same time plus mail delays. Expedited processing is available for additional fees if needed.

Is an Operating Agreement required? 

No, but it's strongly recommended. An Operating Agreement protects your personal assets, establishes business operations, and satisfies requirements from banks and investors. You can draft it yourself at no cost.

Can I form an LLC in another state if I operate in Virginia? 

Yes, but you'll need to register as a foreign LLC in Virginia if conducting business here, paying both home-state fees and Virginia's $100 foreign registration fee. This typically costs more than forming directly in Virginia.

Streamline your Virginia LLC formation with Discern

Discern handles Virginia LLC formation and compliance automatically, providing real-time processing updates and clear status tracking. Our system manages compliance across multiple states simultaneously, pre-fills forms with your entity information, and ensures you never miss the $50 annual registration deadline.

Book a demo with Discern to get started.

Graphic image of Virginia state silhouette in grey on a dark teal background with white text that says 'How to Form an LLC in Virginia' positioned on the left side
Author
The Discern Team
Published Date
August 23, 2025
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