To form a Virginia LLC, you file Virginia articles of organization (Form LLC-1011) with the State Corporation Commission and pay a $100 filing fee. The form asks for only three things: your LLC’s name, a registered agent with a physical Virginia address, and the principal office address where you keep business records.1Virginia Code Commission. Virginia Code 13.1-1011 – Articles of Organization Once the SCC approves the filing, your LLC legally exists, and a certificate of organization is issued as proof.
What the Form Asks For
Virginia Code ยง 13.1-1011 keeps the required information short. The organizer signs the articles and takes responsibility for the accuracy of what is filed. You do not list members, state a business purpose, or attach an operating agreement.
The LLC Name
The name must include “limited liability company,” “limited company,” or an accepted abbreviation: LLC, L.L.C., LC, or L.C. It also has to be distinguishable from every other active business entity on the SCC’s records, including corporations, limited partnerships, and business trusts, not just other LLCs.2State Corporation Commission. Business Entity Names You can check availability for free through the SCC’s online search before filing.
A name cannot include words or abbreviations that suggest a different type of entity. “Smith Incorporated, LLC” would be rejected because “Incorporated” implies a corporation.2State Corporation Commission. Business Entity Names The name must use letters available on a standard QWERTY keyboard, and a few symbols (curly braces, brackets, and angle brackets among them) are not accepted.
The Registered Agent
Every Virginia LLC has to continuously maintain a registered agent in the Commonwealth. The agent is the person or entity authorized to accept legal documents, including lawsuits, on the LLC’s behalf.3Virginia Code Commission. Virginia Code 13.1-1015 – Registered Office and Registered Agent The agent must be either a qualifying Virginia resident (such as a member or manager of the LLC, or a member of the Virginia State Bar) or a business entity authorized to do business in Virginia.
The registered office must be a physical Virginia address where the agent can be found during business hours. A P.O. box will not work, because the agent must actually be present to receive service of process.4State Corporation Commission. Registered Agent and Office Addresses An LLC cannot act as its own registered agent. Many organizers use a commercial registered agent service or a Virginia attorney.
The Principal Office Address
This is the mailing address where you maintain business records. It can be the same as the registered office, and it does not have to be in Virginia.1Virginia Code Commission. Virginia Code 13.1-1011 – Articles of Organization
How to File and What It Costs
You can file through the SCC’s Clerk’s Information System (CIS) online or by mailing a paper form. Online is faster and gives you real-time feedback. Paper filings cannot be expedited, which alone makes online the better choice for most organizers.
The filing fee is $100 either way, and it is nonrefundable even if the SCC rejects your articles.5State Corporation Commission. Virginia Limited Liability Companies Online filers pay by credit card or electronic check; paper filers send a check or money order payable to the State Corporation Commission.
Expedited Processing
Two rush tiers are available for online filings:6State Corporation Commission. Online Expedited Services
- Next-day service: $50 or $100 added to the filing fee. Submit by 2:00 PM Eastern and the SCC responds by 4:00 PM the next business day.
- Same-day service: $200 added to the filing fee. Submit by 10:00 AM Eastern for a response by 4:00 PM that same day.
Expedite fees are nonrefundable, and if the SCC returns your filing for corrections, the resubmission does not keep its expedited status. You would pay the rush fee again.
The Certificate of Organization
When the SCC approves the articles, it issues a certificate of organization confirming that your LLC legally exists. Online filers can download it as a PDF from CIS; paper filers receive it by mail. Banks ask for this certificate when you open a business account, and you reference it when applying for licenses and permits. Keep a copy in your permanent records.
Getting Your EIN
Once the LLC is formed, apply for an Employer Identification Number from the IRS. You will need one to open a business bank account, hire employees, or file federal tax returns. The IRS issues EINs for free through its online application, and the number is assigned immediately when you apply online.7Internal Revenue Service. Get an Employer Identification Number Third-party websites that charge for this are selling you something the IRS gives away.
The IRS wants the LLC formed with the state before you apply, so wait until the certificate of organization comes through. The online application has to be finished in one sitting, and it times out after 15 minutes of inactivity. You will need the Social Security number or ITIN of the “responsible party” who controls the LLC.7Internal Revenue Service. Get an Employer Identification Number
Operating Agreements
Virginia does not require an operating agreement, and you do not file one with the SCC. Skipping it is still a mistake for any LLC with more than one member. The operating agreement spells out ownership percentages, how profits and losses get divided, who manages day-to-day operations, and what happens when a member leaves or the company dissolves. Without one, Virginia’s default statutory rules decide those questions, and the defaults rarely match what the members actually intended.
Virginia law does not require the agreement to be in writing, but a verbal understanding invites trouble when a dispute arises. If an operating agreement exists, the LLC is bound by it whether or not every member has signed. Single-member LLCs benefit too, because banks and courts sometimes look for one to confirm you are treating the LLC as a separate entity from yourself.
The $50 Annual Registration Fee
This is the ongoing obligation that catches the most new owners off guard. Every Virginia LLC owes a $50 annual registration fee to the SCC.8State Corporation Commission. Annual Registration Fees It is due by the last day of the month your LLC was originally organized, each year after the first. An LLC formed in March owes the fee every year by March 31.9Virginia Code Commission. Virginia Code 13.1-1062 – Assessment of Annual Registration Fees
Miss it and the consequences are severe. If payment is not received by the last day of the third month after the due date, your LLC’s existence is automatically canceled by operation of law.10Virginia Code Commission. Virginia Code 13.1-1050.2 – Automatic Cancellation of Limited Liability Company Existence That is not a suspension or a warning. Cancellation means the LLC ceases to exist, and its assets pass to the managers or members as trustees in liquidation. Reinstatement is possible but involves additional paperwork and fees. Set a calendar reminder well before the due date.
Amending the Articles Later
When business details change, the SCC has a specific form and fee for each type of update:5State Corporation Commission. Virginia Limited Liability Companies
- Name change (Form LLC-1014N): $25.
- General amendment (Form LLC-1014) for other changes to the articles: $25.
- Principal office update (Form LLC-1018.1): no fee.
- Correction of errors in the original filing (Form LLC-1011.1): $25.
Any of these can be filed online through CIS or by paper. The principal office update costs nothing and takes effect immediately, so there is no reason to let that one slip if you move.
If Your LLC Was Formed in Another State
Articles of organization are only for forming a new Virginia LLC. If your LLC was formed elsewhere and you want to do business in Virginia, you file for a certificate of registration as a foreign LLC on Form LLC-1052 instead, with its own $100 fee.11State Corporation Commission. Foreign Limited Liability Companies You will still need a Virginia registered agent and a name that meets Virginia’s naming rules, and you can adopt a designated name for use in the Commonwealth if your home-state name is already taken here.