Virginia PLLC: Name, Filing, Liability, and Taxes

To form a PLLC in Virginia, you file Articles of Organization on Form LLC-1103 with the Virginia State Corporation Commission (SCC) and pay a $100 filing fee. Standard processing runs about seven to ten business days. Before you file, every proposed member must hold an active license in the profession the company will practice, and you must line up a qualifying registered agent with a Virginia street address. The rules for a professional limited liability company differ from those for a standard LLC in ways that matter, and missing one of them can either delay the filing or leave you personally exposed to liability the entity was supposed to absorb.

Who Can Be a Member

A Virginia PLLC is reserved for licensed professionals. The Professional Limited Liability Company Act (Title 13.1, Chapter 13) covers pharmacists, optometrists, physicians, dentists, architects, professional engineers, land surveyors, public accountants, attorneys, and many other occupations that require state licensure.¹ Each profession answers to its own board — the Virginia State Bar for attorneys, the Board of Medicine for physicians, the Board of Accountancy for CPAs — and your license must be current and in good standing before you file.

The general rule: every member of a PLLC must be licensed in the same profession the company was organized to practice. Two exceptions:

For architecture, engineering, land surveying, landscape architecture, and certified interior design PLLCs, at least two-thirds of the membership interests must be held by licensed individuals or authorized professional entities. The remaining interests can be held by employees of the PLLC, even if those employees are not licensed.²
For accounting PLLCs, at least 51 percent of the membership interests must be held by licensed accountants or authorized professional entities, with the remainder held by employees.³

For every other profession — law, medicine, dentistry, veterinary medicine, and the rest — no one who is not licensed in that specific profession can hold a membership interest.² Outside investors and unlicensed business partners are out.

Choosing a Compliant Name

Every Virginia LLC, PLLC included, must carry a designation such as “limited liability company,” “LLC,” or “L.L.C.” A PLLC can substitute a professional designation instead: “professional limited liability company,” “PLLC,” or “P.L.L.C.”⁴ The professional label is optional, but most practitioners use it because it signals the firm’s licensed status to clients and regulators.

The name also cannot imply services outside the PLLC’s licensed profession. A law firm’s name should not suggest medical or accounting services. Run the name through the SCC’s online business search before filing to confirm it is available.

Filing the Articles of Organization

You form the PLLC by filing Articles of Organization with the SCC on Form LLC-1103, which is the PLLC-specific version and not the standard LLC form.⁵ The form asks you to identify the specific professional services the PLLC will render and to confirm that its members are properly licensed.

The Articles must include:

The PLLC’s official name, with either the standard LLC designation or the professional alternative
The principal office address
The name and address of a registered agent

The filing fee is $100.⁶ Standard processing runs seven to ten business days. The SCC offers expedited online processing for an added fee; paper submissions are not eligible for expedited service. If the SCC finds errors or missing information, it rejects the filing and you correct and resubmit.

Some licensing boards require pre-approval before the SCC will accept your Articles. If yours does, complete that step first so it does not stall the filing.

The Registered Agent

Every Virginia PLLC must appoint a registered agent to accept legal documents and official notices on the company’s behalf. The agent has to be a Virginia resident with a physical Virginia business address (P.O. boxes are out, with a narrow exception for towns under 2,000 residents) and must be available during normal business hours.⁷

The agent must also be either a Virginia State Bar member, a member or manager of the PLLC, or a commercial registered agent service authorized to act in that role. A PLLC member can serve as the agent if they meet those qualifications. One firm rule: the business entity cannot be its own registered agent.⁷ Commercial services typically charge between $35 and several hundred dollars per year.

Writing an Operating Agreement

Virginia does not require you to file an operating agreement with the SCC, but for a multi-member PLLC it is effectively a must. The agreement sets how profits and losses are divided, voting rights, buyout procedures, dispute resolution, and what happens when a member dies or loses their license. Without one, the statutory defaults apply, and those defaults rarely match how partners actually want to run a practice.

By default a Virginia PLLC is member-managed, meaning the licensed owners share day-to-day decisions. The articles of organization or the operating agreement can instead set up manager-management, with one or more designated managers running operations.⁸ In a PLLC, managers who control professional service delivery should themselves be licensed to keep professional judgment in qualified hands.

Profession-specific ethics rules layer on top. Law firm agreements must comply with Virginia State Bar rules on fee-sharing and client confidentiality. Healthcare PLLCs need to keep patient care decisions with licensed practitioners rather than administrative managers. Accounting PLLCs must maintain the registration the Board of Accountancy requires.³ The agreement should also plan for the possibility that a member loses their license, since interests generally cannot pass to unlicensed hands.

What the PLLC Actually Shields

The liability shield is the reason most professionals form a PLLC rather than practicing solo or in a general partnership, but the protection is narrower than many people expect. Under Virginia Code § 13.1-1109:

A member is not personally liable for the PLLC’s debts, leases, or contract obligations solely because of being a member. If the company defaults on an office lease, creditors can pursue the PLLC’s assets but not the member’s personal accounts.
A member is not personally liable for another member’s negligent or wrongful acts, unless that other person was working under the member’s direct supervision when the incident occurred.
A member remains personally and fully liable for their own negligent or wrongful acts while rendering professional services, and for the acts of anyone under their direct supervision.
The PLLC itself is liable up to the full value of its property for any member’s, manager’s, or employee’s professional negligence.

The PLLC protects you from your partner’s mistakes, not your own. Professional liability insurance remains essential. Virginia does not impose a blanket insurance requirement on all PLLCs, but individual licensing boards may, and skipping coverage undoes much of what the entity was set up to do.

One more limit worth knowing: a PLLC cannot run an unrelated side business. It must exist to render the professional services for which it was organized. The statute does let a PLLC invest its funds in real estate, stocks, bonds, and other investments; it just cannot hold itself out as providing services outside its professional scope.¹ A separate entity is needed for anything outside the licensed practice.

After You File

Virginia does not require LLCs or PLLCs to file an annual report. Instead, you owe an annual registration fee of $50 to the SCC.⁹ The fee is due by the last day of the twelfth month following the month you formed the PLLC, and by that same date every year after. A PLLC formed in March 2026 would owe its first fee by March 31, 2027.

Missing the deadline triggers a $25 late penalty on top of the $50.¹⁰ If you still have not paid by the last day of the third month after the due date, the SCC automatically cancels the PLLC’s existence.¹¹ Once existence is canceled, the liability shield goes with it, and members can be exposed to business obligations the PLLC would otherwise have absorbed.

Keep your individual license current too. Continuing education requirements and renewal cycles vary by profession, and letting a license lapse can disqualify you as a member and force the PLLC to restructure or dissolve.

How the PLLC Is Taxed

The IRS does not have a separate tax category for PLLCs. A PLLC is taxed like any other LLC. A single-member PLLC is a disregarded entity by default, so business income and expenses flow onto the owner’s personal return. A multi-member PLLC defaults to partnership taxation, requiring the company to file Form 1065 and issue a Schedule K-1 to each member.¹² Profits and losses pass through to members; the partnership itself pays no income tax.

If a different treatment fits better, you can file IRS Form 8832 to elect classification as a corporation, or Form 2553 to elect S-corporation status.¹³ S-corp elections are common among higher-earning professionals because they can trim self-employment tax, though the tradeoffs turn on income level and how you pay yourself. A tax advisor who works with professional practices can model both options before you commit.

1
Virginia Code Commission. Code of Virginia – Virginia Professional Limited Liability Company Act
2
Virginia Code Commission. Virginia Code 13.1-1111 – Qualifications of Members and Managers
3
Virginia Code Commission. Virginia Code 13.1-1112 – Special Provision for Limited Liability Company Engaged in the Practice of Accounting
4
Virginia Code Commission. Virginia Code 13.1-1104 – Use of Initials P.L.C., PLC, P.L.L.C. or PLLC in Company Name
5
State Corporation Commission. Articles of Organization of a Virginia Professional Limited Liability Company
6
Virginia State Corporation Commission. Virginia Limited Liability Companies – Forms and Fees
7
Virginia State Corporation Commission. Registered Agent and Office Addresses
8
Virginia Code Commission. Virginia Code 13.1-1022 – Management of Limited Liability Company
9
Virginia Code Commission. Virginia Code 13.1-1062 – Assessment of Annual Registration Fees
10
Virginia Code Commission. Virginia Code 13.1-1064 – Penalty for Failure to Timely Pay Annual Registration Fees
11
Virginia Code Commission. Code of Virginia – Article 9 – Dissolution
12
Internal Revenue Service. About Form 1065, U.S. Return of Partnership Income
13
Internal Revenue Service. About Form 8832, Entity Classification Election