Establishing a Virginia Limited Liability Company provides business owners with personal asset protection combined with favorable tax treatment, creating an attractive entity choice for entrepreneurs. Virginia mandates three core components under the Virginia Limited Liability Company Act:
Additional elements remain optional. Formation costs remain transparent and accessible. Virginia collects $100 for Articles of Organization filing, plus $50 annually for the registration fee—rates that compare favorably with surrounding jurisdictions.
Filing online is faster and easier. Choose paper, and you'll wait longer for manual processing.
Virginia law mandates that your LLC name differ sufficiently from all entities registered with the State Corporation Commission. Include "Limited Liability Company," "Limited Company," "LLC," or "L.L.C." within your business name. Verify availability using the SCC's online database before submitting paperwork, since rejected applications forfeit the entire $100 fee.
Secure your preferred name for 120 days by submitting Form SCC-631 with a $10 fee when you need additional time preparing formation documents. This reservation prevents competitors from registering your selected name during your preparation period.
Avoid restricted terminology, including "bank," "trust," or "insurance," without appropriate regulatory clearance. Operating under a different trade name requires fictitious name certificate registration with the State Corporation Commission after formation, costing an additional $10.
Virginia requires all LLCs to maintain a registered agent—someone authorized to accept legal papers and government correspondence on your company's behalf. Your agent must be either a Virginia resident aged 18 or older, or a business entity approved for registered agent services, with a physical Virginia street address available (post office boxes aren't permitted).
Your agent must provide written permission to serve and stay accessible during normal business hours. You can fulfill this role yourself when meeting the qualifications, but understand the risks of unavailability. Failing to receive important legal documents or state notices can result in default court judgments, missed deadlines, and eventual administrative dissolution.
Virginia's Articles of Organization officially create your LLC, requiring specific details mandated by state statute. You'll list your LLC's exact name, registered agent information, including written consent, principal office location, management type (member-managed or manager-managed), and any dissolution date if applicable.
Virginia allows an indefinite LLC duration automatically. You may specify an end date in your organizational documents if desired, though this isn't required. State your business purpose only when you want to restrict activities. Most LLCs use general language permitting any lawful business.
File electronically via the VA Business One Stop portal for quicker turnaround (usually 2-5 business days) or mail paper documents for the same $100 fee with potentially longer wait times. Online submissions provide immediate confirmation and easier status tracking, while mailed forms need staff review that may stretch processing to 7–10 business days.
Virginia doesn't require Operating Agreements, but creating one protects your limited liability status and clarifies how your business runs. Single-member LLCs particularly benefit from signed Operating Agreements showing clear separation between owner and company—important evidence if anyone challenges your liability protection in court.
Multi-member LLCs need Operating Agreements documenting each person's ownership stake, investment amounts, management responsibilities, voting procedures, how profits get distributed, restrictions on selling ownership interests, and steps for dissolving the company. Without your own written rules, Virginia's default statutory provisions control operations, and these generic rules rarely fit actual business needs.
Important sections cover:
Virginia courts typically honor Operating Agreement terms as written, giving you wide latitude to structure your business however it makes sense for your situation.
Virginia doesn't impose a universal statewide business license, though your industry and municipality may have specific requirements. Professionals like doctors, lawyers, accountants, and engineers might form Professional LLCs (PLLCs), coordinating necessary licensing with their regulatory boards.
Get an Employer Identification Number (EIN) from the IRS when needed (such as when hiring employees, owing certain taxes, or choosing corporate tax status). Even single-owner LLCs without staff find most banks want an EIN for business accounts, and some state or local offices require one for tax purposes.
Sign up for Virginia sales tax if selling taxable items or services, and check with your city or county about local business permits or licenses. Contact the Virginia Employment Commission when hiring workers to register for unemployment insurance, and reach out to the Virginia Workers' Compensation Commission or an insurance company about workers' comp coverage.
Creating your LLC is just the beginning. Staying compliant will require your consistent attention. Virginia demands:
Your annual registration fee of $50 is due every year by the last day of your LLC's anniversary month. Unlike many states, Virginia LLCs don't file annual reports—only the fee payment is required.
Your tax situation depends on how you've structured things. Virginia LLCs benefit from pass-through taxation – no corporate income tax at the entity level. LLCs default to pass-through taxation, but you can elect C-corp or S-corp status if beneficial for your situation.
Do I need an attorney to form an LLC in Virginia?
Virginia's formation process is simple enough for most owners to handle themselves. Complicated ownership arrangements, professional licensing needs, or major liability worries might warrant legal help to get the structure and paperwork right.
What's the difference between Articles of Organization and Operating Agreement?
Articles of Organization go to the state and create your LLC legally, listing basics like name, registered agent, and management structure. Operating Agreements are private contracts between owners defining detailed rules for governance, ownership, and operations—never filed with the state, but essential for running the business.
Can I change my LLC name after formation?
Yes, by filing an amendment to your Articles of Organization with the SCC. Your new name must meet the same availability and legal requirements as the original, and you'll pay the amendment fee. Factor in trademark concerns and expenses for updating bank accounts, licenses, and marketing.
How do I dissolve a Virginia LLC?
File Articles of Dissolution with the SCC, pay any remaining taxes and fees, inform creditors, give remaining assets to members per your Operating Agreement, and cancel all business licenses and registrations. Following proper dissolution steps protects members from later liability claims.
Discern handles your LLC formation filings while providing professional in-state registered agent services and tracking every compliance deadline starting from formation.
Our automated system eliminates guesswork in compliance management, keeping your LLC in good standing without creating administrative overwhelm. Book a demo today and see how Discern streamlines formation and ongoing compliance everywhere you do business.
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