To set up an LLC in Virginia, file Articles of Organization with the State Corporation Commission for $100, either online through the SCC’s eFile portal or by mail. You’ll also need a registered agent with a Virginia street address, and once the LLC is approved you’ll want an EIN from the IRS, an operating agreement, and any local business license your city or county requires. Standard processing runs about seven to ten business days, and expedited service can bring that down to the same day.
Pick a Name That Meets Virginia’s Rules
Your LLC’s name has to include one of the required designators: “limited liability company,” “limited company,” “LLC,” “L.L.C.,” “LC,” or “L.C.”1Virginia Code Commission. Virginia Code 13.1-1012 – Name It can’t suggest you’re a corporation, limited partnership, or registered limited liability partnership, and it has to be distinguishable from any other entity already on file with the State Corporation Commission.
The Commission ignores the designators when comparing names, so “Blue Ridge Consulting LLC” and “Blue Ridge Consulting Inc.” would likely read as too similar. Before you commit, run a free search on the SCC’s Clerk’s Information System at cis.scc.virginia.gov. Checking first saves you from having your Articles of Organization rejected over a conflict.
If you’re not ready to file but want to lock in the name, submit Form SCC631 with a $10 fee to reserve it for 120 days.2Virginia State Corporation Commission. Virginia Limited Liability Companies The reservation is renewable.
Appoint a Registered Agent
Every Virginia LLC needs a registered agent to accept legal papers and official notices. The agent must have a physical street address in Virginia (no P.O. boxes) and be available during regular business hours.3Virginia Code Commission. Virginia Code 13.1-1015 – Registered Office and Registered Agent
The agent can be an individual Virginia resident who is a member or manager of the LLC, an officer of a corporate member, a Virginia State Bar member, or an employee you’ve formally designated in writing. It can also be a corporation, another LLC, or a registered limited liability partnership authorized to do business in Virginia. Commercial registered agent services typically charge $100 to $300 per year for single-state coverage. If you’d rather receive legal documents at your own business address, naming yourself or a fellow member costs nothing.
File the Articles of Organization
The Articles of Organization (Form LLC-1011) is what officially creates your LLC. Virginia keeps the required contents minimal — just three items.4Virginia Code Commission. Virginia Code 13.1-1011 – Articles of Organization
- The LLC name, including one of the required designators
- The registered agent’s name, registered office street address, and the specific category that qualifies them (Virginia State Bar member, member or manager of the LLC, designated officer, or authorized business entity)
- The principal office address where the LLC conducts its primary business, which can match the registered office and doesn’t have to be in Virginia
Virginia doesn’t require you to list your members, describe your business purpose, or state a management structure in the articles. If you want a manager-managed LLC rather than the default member-managed setup, you can handle that in your operating agreement.5Virginia Code Commission. Virginia Code 13.1-1002 – Definitions
Fees and Processing Times
The filing fee is $100 whether you use the SCC’s eFile portal at scc.virginia.gov or mail Form LLC-1011 to the Clerk of the Commission at P.O. Box 1197, Richmond, VA 23218.6Virginia State Corporation Commission. Business Types Standard processing runs about seven to ten business days.
If you need faster turnaround, the SCC offers two online-only expedite options:7Virginia State Corporation Commission. Online Expedited Services
- Next-day service costs $50 or $100. Submit by 2:00 PM EST and get a response by 4:00 PM the following business day.
- Same-day service costs $200. Submit by 10:00 AM EST and get a response by 4:00 PM that same day.
Expedite fees are nonrefundable and charged per review, so a rejection and resubmission means paying again. Paper filings can’t be expedited. Once approved, the SCC issues a Certificate of Organization confirming your LLC is legally recognized.
Draft an Operating Agreement
Virginia doesn’t require an operating agreement, and you don’t file one with the SCC.8Virginia Code Commission. Virginia Code 13.1-1023 – Operating Agreement But skipping one leaves you relying on Virginia’s default statutory rules for profit splits, voting, and what happens when a member leaves, and those defaults rarely match what the owners actually intended.
A workable agreement usually addresses:
- Ownership percentages for each member
- How profits and losses get allocated, especially if the split differs from ownership
- Whether the LLC is member-managed or manager-managed
- Voting rights and what percentage constitutes approval for major decisions
- Buyout procedures, transfer restrictions, and triggers for a forced sale
Virginia technically permits oral operating agreements, but enforcing one in court is a nightmare. Put it in writing. For a single-member LLC, any signed document relating to the company’s affairs counts as the operating agreement.8Virginia Code Commission. Virginia Code 13.1-1023 – Operating Agreement
Get a Federal EIN
Once the SCC approves your LLC, apply for an Employer Identification Number from the IRS. It’s the federal tax ID you’ll need to open a business bank account, hire employees, and file returns.9Internal Revenue Service. Employer Identification Number The online application at irs.gov is free, and the number issues immediately.
A single-member LLC with no employees can use the owner’s Social Security number instead, but getting an EIN keeps your personal SSN off business paperwork.
Know How Your LLC Will Be Taxed
Federal tax treatment depends on how many members your LLC has and whether you elect something different from the default.
- A single-member LLC is treated as a disregarded entity by default, with income and expenses flowing through to your personal return on Schedule C.
- A multi-member LLC is classified as a partnership by default, filing an informational Form 1065 while each member reports their share on their own return.
Either type can elect corporate taxation by filing IRS Form 8832, with an effective date no more than 75 days before filing and no more than 12 months after.10Internal Revenue Service. Limited Liability Company (LLC) Some LLCs elect S corporation treatment using Form 2553 instead, which can reduce self-employment taxes for owners who also draw a salary. This decision has real financial consequences, so talk to a tax professional before locking it in.
Pay the $50 Annual Registration Fee
Virginia charges every LLC a $50 annual registration fee to maintain its status.11Virginia State Corporation Commission. Annual Registration Fees The due date is the last day of the month your LLC was originally organized. So if the SCC approved your articles on March 15, your annual fee is due every March 31.
Missing it puts your LLC out of good standing, and the SCC can eventually terminate an LLC that fails to pay. Set a calendar reminder in the first year while the date is fresh.
Check Local Licensing and the BPOL Tax
Virginia is one of the states where local governments impose their own licensing. Most cities and counties levy a Business, Professional, and Occupational License (BPOL) tax on businesses operating within their jurisdiction, and if your locality has adopted a BPOL ordinance you must apply for a license before you start doing business there.12Virginia Code Commission. 23VAC10-500 – Business, Professional and Occupational License Tax Regulations
BPOL rates and thresholds vary widely, so check with the commissioner of the revenue or finance office in your city or county. Some localities exempt businesses with gross receipts below a certain threshold. Certain industries also need permits related to health, zoning, or environmental compliance. Your local government’s website is the best starting point.
Handle the Rest After Formation
Open a Business Bank Account
Keeping personal and business finances separate is what preserves your liability protection. If you commingle funds, a court can pierce the veil and hold you personally responsible for business debts. Most banks will ask for your Certificate of Organization, EIN confirmation, operating agreement, and a government-issued ID for each member or manager.13U.S. Small Business Administration. Open a Business Bank Account
Workers’ Compensation Insurance
If your Virginia LLC has more than two employees, you’re generally required to carry workers’ compensation insurance.14Virginia Workers’ Compensation Commission. Employers Even three part-time employees can trigger it. Failing to carry required coverage exposes you to penalties and personal liability for workplace injuries.
Beneficial Ownership Reporting
As of March 2025, FinCEN exempted all U.S.-formed entities from the Corporate Transparency Act’s Beneficial Ownership Information report through an interim final rule. Only companies formed under foreign law and registered to do business in a U.S. state have to report. A Virginia LLC formed domestically does not need to file a BOI report.15FinCEN.gov. Beneficial Ownership Information Reporting