A guide to forming a Virginia LLC
Forming an LLC in Virginia, from the Articles to the yearly fee
What the Articles of Organization ask for, which fees the State Corporation Commission charges at formation and every year after, who can act as the registered agent, and the paperwork that sits outside the state filing altogether.
- The filing
The Articles of Organization and what they ask for.
- The fees
What is paid at formation and what is paid every year.
- The registered agent
Who may serve, and what the role involves.
- After the filing
The paperwork the State Corporation Commission does not hold.
Part one
The Articles of Organization
One filing creates the company. It is short, public and mostly about where the state can reach you, which is why most of the decisions behind it are made before the form is opened.
What the form is
A Virginia LLC comes into existence when the State Corporation Commission accepts its Articles of Organization. The Commission is the state body that keeps the record of business entities, and its Clerk’s Office takes the filing.
The Articles can be filed online or on paper. Either way, they are a short public document: they establish the company and name the people the state will write to, and little else.
What it asks for
- A name that is distinguishable from others on the Commission’s records and carries a designator such as “limited liability company” or “LLC”
- The registered agent, and the basis on which that person or business qualifies
- The registered office: a street address in Virginia, with the city or county it sits in
- The address of the principal office
- The signature of the person organizing the company
What it leaves out
The Articles do not list who owns the company or how profits are shared. Those terms belong in an operating agreement, which is kept by the members rather than filed with the state.
A name can be reserved before filing, for a limited period and for a separate fee, if the company is not ready to be formed yet. Reservation is optional.
Part two
The fees, in words
Forming a Virginia LLC involves one charge at the start and one that recurs every year the company exists. Amounts are not printed on this page; where they appear, they are quoted from the Commission's own schedule with the date they were read.
The first charge is the filing fee for the Articles of Organization, paid to the State Corporation Commission when the Articles are submitted. It is a one-time cost of bringing the company into existence. A name reservation, if one is made beforehand, carries a separate and smaller fee of its own.
The second is the annual registration fee. Virginia asks its LLCs for this fee every year, starting the year after formation, and it falls due by the last day of the month in which the company was formed. A company formed in a given month keeps that month as its anniversary for as long as it exists.
The yearly fee is due in the month the company was formed, every year, whether or not the company traded.
Paying late adds a penalty. Leaving the fee unpaid for long enough leads the Commission to cancel the company's existence, after which it has to be reinstated before it can carry on as an LLC. The notice goes to the registered agent, which is one reason the agent's address needs to stay current.
Neither charge depends on what the company earns. Taxes on the business's income are a separate matter, handled through federal and state tax returns rather than through the Commission, and a formation service's own fee is separate again: it is paid to the service, on top of what the state charges.
Part three
The registered agent
Every Virginia LLC has to keep a registered agent with an office in the state for as long as it exists. Virginia is stricter than many states about who qualifies.
Who may serve
- A Virginia resident who is a member or manager of the LLC, or holds a similar role in a business that is one
- A member of the Virginia State Bar
- A business entity authorized to transact business in Virginia, which is how commercial registered agent services serve
What the agent does
The agent receives legal papers if the company is sued, and the official notices the Commission sends, including the reminder that the annual registration fee is due.
The registered office has to be a physical address in Virginia where the agent can be found during business hours. A post office box does not qualify.
Changing agents
A company can change its registered agent or registered office after formation by filing a statement of change with the Commission.
An agent who resigns has to tell the Commission too, and the company then needs a new one on record. An LLC left without an agent can lose its standing.
Part four
After the filing
Acceptance of the Articles creates the company. Running it usually needs three more pieces of paper, none of which the State Corporation Commission keeps.
The operating agreement
The internal rulebook: who the members are, how decisions are made and what happens if a member leaves. Virginia does not ask for a copy, but banks and partners often do.
Federal registration
An Employer Identification Number comes from the IRS, not the state. Most LLCs with employees or more than one member need one, and banks usually ask for it to open an account.
Local licensing
Many Virginia cities and counties require a local business licence, and some trades need a state licence besides. Both are separate from forming the company.
Open questions
Questions a Virginia filer has to settle
The questions people forming a Virginia LLC tend to ask, grouped by the point in the process where they come up.
Before filing
- Can the LLC be its own registered agent, or does it need someone else?
- Is reserving a name worth doing, or is it simpler to file straight away?
- Does a single-member LLC need an operating agreement in Virginia?
The yearly obligation
- When is the first annual registration fee due after formation?
- What happens if the annual registration fee is paid late?
- Can a cancelled LLC be reinstated, and what does that involve?
Using a service
- What does a formation service file that an owner could not file themselves?
- Is a commercial registered agent worth paying for on a home-based business?
- How do the service fee and the state’s own fee relate on an invoice?
The back cover
How this guide is written
An independent reference for people forming a limited liability company in Virginia, set out in the order the process runs.
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No scores, no star ratings
Where one route suits better than another, it is said in words, with the reason.
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Figures carry their source
A fee or a deadline is attributed to the Commission or the agency that sets it.
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State and service kept apart
What Virginia requires is kept separate from what a formation service offers to do for you.