To start a business in Virginia, you file formation documents with the State Corporation Commission (SCC), get a federal Employer Identification Number from the IRS, register with the Virginia Department of Taxation, and then handle the local license and employer registrations that apply to your situation. The SCC is the central registry for every business entity in the Commonwealth, and its approval is what officially brings your company into existence under Virginia law. Everything else layers on top of that.
Pick Your Entity Structure First
The structure you choose decides how you’re taxed, how much personal liability you carry, and how much ongoing paperwork you’ll deal with. Title 13.1 of the Code of Virginia recognizes several entity types, but for most new businesses the real choice comes down to a few.
The limited liability company, governed by Chapter 12 of Title 13.1, is the most popular choice for small businesses in Virginia. It shields your personal assets from business debts and gives you flexibility in how the business is managed and taxed. Virginia doesn’t require a written operating agreement, but drafting one is smart because it spells out ownership percentages, profit-sharing, and what happens if a member leaves.1Virginia Code Commission. Code of Virginia 13.1-1023 – Operating Agreement
A corporation, governed by Chapter 9 of Title 13.1, issues stock and operates through a board of directors and officers.2Virginia Code Commission. Code of Virginia 13.1-648 – Shares Without Certificates It’s the right route if you plan to raise outside capital or eventually go public. General partnerships don’t require any SCC filing, and sole proprietorships don’t either, but neither one gives you liability protection: your personal bank accounts and your home are on the line if the business gets sued.
If you’re unsure, an LLC is usually the safest starting point. The rest of this guide assumes you’re forming an LLC or a corporation, since those are the structures the SCC process is built around.
Clear Your Business Name
Every entity on the SCC’s records must have a name distinguishable from every other business already filed. The comparison goes beyond exact matches: if your proposed name is close enough to confuse someone searching the SCC database, it will be rejected. The Commission checks against corporations, LLCs, limited partnerships, and business trusts.3Virginia Code Commission. Code of Virginia 13.1-1012 – Name
Your name also has to carry an entity designator. LLCs must include “limited company” or “limited liability company,” or an abbreviation like “LLC” or “L.L.C.”3Virginia Code Commission. Code of Virginia 13.1-1012 – Name Corporate names must include “corporation,” “incorporated,” “company,” “limited,” or one of their abbreviations.4Virginia Code Commission. Code of Virginia 13.1-630 – Corporate Name
Before drafting formation documents, run your name through the SCC’s Business Entity Search to confirm it’s available.5Virginia SCC. Business Entity Names A few minutes there can save you a rejected filing and a wasted fee.
Appoint a Registered Agent
Every Virginia LLC and corporation must have a registered agent with a physical Virginia office. The agent’s job is to accept legal documents on behalf of the business, including lawsuits, government notices, and tax correspondence. A P.O. box won’t satisfy the office requirement.
For an LLC, the agent must be either a Virginia resident holding a qualifying role (a member, a manager, an officer of a corporate member, or a Virginia-licensed attorney) or an authorized business entity with a Virginia office.6Virginia Code Commission. Code of Virginia 13.1-1015 – Registered Office and Registered Agent Corporations follow a similar rule: the agent must be a Virginia resident who is an officer, director, or Virginia State Bar member, or an authorized business entity.7Virginia Code Commission. Code of Virginia 13.1-634 – Registered Office and Registered Agent
Many owners serve as their own agent, which works if you have a stable Virginia office address. If you work from home and don’t want that address on public record, or you travel often and might miss a service of process, a commercial registered agent service costs little per year.
File Formation Documents With the SCC
With your structure, name, and agent set, you can file the paperwork that actually creates the business.
- LLCs file Articles of Organization using SCC Form LLC-1011. The filing fee is $100.8Virginia SCC. Virginia Limited Liability Companies
- Corporations file Articles of Incorporation. The fee depends on the number of authorized shares, calculated under ยง 13.1-615.1 of the Code of Virginia. Check the SCC’s charter fee schedule for your exact amount before filing.
Online filing through the Clerk’s Information System at cis.scc.virginia.gov is the fastest route, typically processed within a few business days.9Virginia SCC. Business Home Paper forms mailed to the SCC Clerk’s Office in Richmond with a check payable to the State Corporation Commission can take several weeks. When your filing is approved, the SCC issues a Certificate of Organization for an LLC or a Certificate of Incorporation for a corporation. That certificate is your proof of legal existence. Keep it with your records.
Operating Under a Different Name
If you want to do business under a name other than your official entity name, say “Blue Ridge Bakery” rather than “Smith Holdings LLC,” you must file a Certificate of Assumed or Fictitious Name with the SCC. Virginia law prohibits using a fictitious business name without this filing.10Virginia SCC. Instructions for Certificate of Assumed or Fictitious Name The fee is $10 whether you’re a sole proprietor or a registered entity, and you can file online or by mail. Virginia doesn’t require renewal, but you’ll need to file a release if you later change or stop using the name.
Get a Federal EIN
Almost every business needs an Employer Identification Number from the IRS. The EIN identifies your business for federal tax purposes, and a bank will ask for it when you open a business checking account.11Internal Revenue Service. About Form SS-4, Application for Employer Identification Number (EIN) You’ll also need it to file federal returns and hire employees.
Apply online at irs.gov and you’ll have your number immediately. Fax or mail using Form SS-4 works too, but takes longer.12Internal Revenue Service. Instructions for Form SS-4 (Rev. December 2025) An EIN is free. Watch out for third-party sites that charge for something the IRS provides at no cost.
Register With the Virginia Department of Taxation
With your EIN in hand, register your business with the Virginia Department of Taxation. Since 2024, all new businesses must register online at tax.virginia.gov/register.13Virginia Department of Taxation. Register a Business in Virginia If you can’t register online for specific technical reasons, you can mail Form R-1 instead.14Virginia Department of Taxation. Form R-1 Virginia Department of Taxation Business Registration Form
A single registration sets up accounts for sales tax, employer withholding, and corporate income tax at once. You’ll give the department your date of first hire, expected monthly taxable sales, and business start date so it can assign a filing frequency: monthly, quarterly, or annually. If you sell tangible goods, you’ll collect Virginia sales tax from customers and remit it on that schedule. Businesses buying inventory for resale can purchase it tax-free by giving suppliers a completed Form ST-10.15Cornell Law School – Legal Information Institute. 23 Va. Admin. Code 10-210-280 – Certificates of Exemption
Handle Local Licenses and Permits
State registration doesn’t cover your city or county, and Virginia localities have their own layers of licensing and taxation that catch new owners off guard.
Local Business License (BPOL)
Most Virginia cities and counties require a Business, Professional and Occupational License, issued by the local Commissioner of the Revenue. The BPOL tax is typically a rate per $100 of gross receipts, and both the rate and the business categories vary by locality. New businesses generally have to apply within 30 days of opening, and the license is renewed each year.16City of Fairfax, VA. Business Licenses Call your local Commissioner’s office for the exact rates and deadlines.
Zoning and Occupancy
Your local zoning department has to confirm that your location is allowed for your use. You may need a Certificate of Occupancy for a commercial space, or a Home Occupation Permit if you’re running the business from your residence. Operating without the right zoning approval can bring fines and an order to shut down at that address.
Professional Licenses
Some trades and professions in Virginia require a separate license from the Department of Professional and Occupational Regulation (DPOR). The list is long and includes contractors, real estate agents, barbers, cosmetologists, electricians, plumbers, home inspectors, and many others.17Virginia Department of Professional and Occupational Regulation. Professions and Occupations Check DPOR’s site before you open if you’re in a regulated field. Practicing without the required license carries its own penalties.
Business Personal Property Tax
Virginia localities also tax tangible personal property used in a business, covering furniture, computers, equipment, and fixtures. You file a return with your local Commissioner of the Revenue, usually by spring, with payment due later in the fall. Deadlines and rates vary, so confirm the specifics with your locality.
If You’re Hiring Employees
Adding employees triggers a few more registrations you can’t skip.
Any Virginia business with employees must register with the Virginia Employment Commission to establish liability for state unemployment insurance tax. The easiest path is the VEC’s iFile system, where you complete Form FC-27 to set up your employer account.18Virginia Employment Commission. How Do I Register My Business Now That I Have Employees?
Virginia law requires workers’ compensation coverage once you regularly employ more than two people, full-time or part-time. If you use subcontractors in the same trade as your business, their employees count toward that threshold too. There are no waivers for covered employers.19Virginia Workers’ Compensation Commission. Workers’ Compensation Insurance Information for Employers
You also have to report every new hire and every new independent contractor to the Virginia New Hire Reporting Center within 20 days. You can meet this by mailing a copy of the employee’s W-4 or the contractor’s W-9, or by filing electronically.20Virginia Code Commission. Code of Virginia 63.2-1946 – State Directory of New Hires; Reporting by Employers
Keep the Business in Good Standing
Formation is the start, not the finish. Virginia requires ongoing filings to keep your entity alive, and missing deadlines has real consequences.
LLCs pay a $50 annual registration fee to the SCC, due on the last day of the month the LLC was originally organized or registered. Stock corporations pay an annual fee based on authorized shares; nonstock corporations pay $25.21Virginia SCC. Annual Registration Fees Falling behind puts you out of good standing and eventually ends with the SCC terminating your entity.
Corporations also file an annual report with the SCC, due the last day of the month the corporation was formed. There’s no fee for the report itself, but failing to file puts the corporation out of good standing, and if the report is still not filed five months after the due date, the SCC will terminate the corporation.22Virginia SCC. Annual Reports LLCs don’t file annual reports in Virginia, just the annual fee.
A Note on Federal Beneficial Ownership Reporting
You may have heard about the federal Beneficial Ownership Information requirement filed with the Financial Crimes Enforcement Network. As of March 2025, FinCEN issued a rule exempting all U.S.-formed entities from BOI reporting. Only companies formed under foreign law and registered to do business in the U.S. currently have to file, and FinCEN has said it won’t enforce BOI penalties against domestic companies or their owners.23FinCEN. Beneficial Ownership Information Reporting That could change if FinCEN issues a new final rule, but as of 2026, a Virginia-formed business has nothing to file.