How to Start an LLC in Virginia
A Virginia LLC (limited liability company) is a business entity formed at the state level that provides its owners significant liability protection. LLCs are flexible in how they can be managed and taxed. Starting an LLC in Virginia requires filing Articles of Organization with the State Corporation Commission and paying the $100 filing fee. But, you first need to select a name and registered agent for your LLC. The state processes online filings on the same day they're received, whereas mailed filings take 3 to 5 days after they're received. Here’s our guide to starting a Virginia LLC and preparing it to conduct business.
Ready to Start an LLC in Virginia?
Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Articles of Organization
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your Virginia LLC
The first step in starting an LLC is choosing a business name. You can find Virginia’s rules for naming your LLC in Va. Code §13.1-1012. Essentially, the name of your LLC must:
- Include an indicator like “limited liability company,” “limited company,” or “LLC.”
- Not include words like “partnership” or “incorporated”—anything that could make your LLC sound like a different type of entity.
- Be distinctive (unique) among other Virginia businesses.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Virginia?
Yes. If you’re waiting to start your LLC, you can reserve your business name by filing an Application for Reservation or Renewal of Reservation of a Business Entity Name. The state will secure your name for up to 120 days. The filing fee is $10.
What’s the difference between my LLC’s name and an assumed business name?
The legal name of your LLC is the one listed on your Articles of Organization. An assumed business name (or fictitious business name) is any name you conduct business under that’s not your personal name or your LLC’s legal name.
LLCs sometimes use an assumed business name for branding or marketing purposes. For example, if you form an LLC called Pete’s Guerrilla Gardening LLC but want to start offering bridal arrangements, you could use a fictitious business name like Flowers by Peter to break into the wedding industry.
If you use an assumed business name, you’re legally required to register it online with the Virginia Clerk’s Office for $10. Failing to do so is a misdemeanor in Virginia.
Thinking about using an assumed business name? Learn How to Get a DBA.
2. Designate a Registered Agent
Virginia requires all LLCs to have a registered agent—an individual or business that accepts legal and state documents on behalf of your company. You’ll need to list your registered agent’s address on the Articles of Organization, so definitely appoint one before forming your LLC.
Learn why the pros use a registered agent service.
What does a registered agent do?
A Virginia registered agent must meet the requirements listed in Va. Code §13.1-1015.
Basically, your registered agent needs to:
- Have a Virginia business address.
- Be available during regular business hours.
- Accept state and legal mail on behalf of your LLC and get them to you quickly.
Can you be your own registered agent in Virginia?
Yes. You can be your own registered agent in Virginia—as long as you don’t mind listing your name and address on the public record. You also need to be available to accept essential documents in person, so you’ll have to maintain regular business hours.
Can I change my registered agent after I start an LLC?
Yes. You can change your registered agent in Virginia at any point by filing a Statement/Certificate of Change of Registered Office/Registered Agent with the State Corporation Commission. There is no filing fee.
3. Submit LLC Articles of Organization
To start an LLC in Virginia, you must file Articles of Organization with the State Corporation Commission and pay the $100 filing fee. The form can be submitted online, by mail, or in person. Paper filings will take 3-5 business days after receipt to process. Online filings will be processed the same day they’re received.
Note: All of the information on this form will become part of the public record.
You’ll need to include the following information on your Articles of Organization:
- Company name. Include an indicator such as “limited company” or “LLC.”
- Registered agent name. List the name of your registered agent. You may list an individual or business entity.
- Registered agent address. In most cases, this must be a street address. However, some exceptions exist for rural areas and cities with less than 2,000 residents.
- Principal address. This must be a street address and can be located outside Virginia.
- Organizer’s name and signature. This is the person who signs and files your Articles of Organization. It doesn’t need to be anyone otherwise associated with the business.
How can I keep my personal information off the public record?
Information you file with the State Corporation Commission is public record. As a result, marketers could find your information, call you, and bombard you with junk mail. They can even sell your information. It’s a vicious cycle.
The best way to safeguard your privacy is to hire a registered agent company that will list their information on the Articles of Organization—like us. This keeps you from having to include your name and address on the public record.
What’s the difference between a member-managed and manager-managed LLC?
In a member-managed LLC, members (or owners) run the LLC. In a manager-managed LLC, members hire or appoint managers that are responsible for the company’s daily operations. Managers will also have the power to hire and fire employees, enter into contracts, open bank accounts, and more.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the Virginia Articles of Organization?
You can submit your articles online, by mail, or in person.
Mail:
State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218
In-person:
1300 E. Main Street, 1st floor
Richmond, VA 23219
Online:
Clerk’s Information System
4. Write an LLC Operating Agreement
An operating agreement is a legally binding document that outlines the provisions for how your LLC will function. It’s the nuts and bolts—everything from how profits will be distributed to how the business will eventually be dissolved.
Check out our attorney-drafted Virginia LLC Operating Agreement.
Does Virginia require an LLC to have an operating agreement?
Virginia doesn’t require LLCs to have an operating agreement. Per Va. Code §13.1-1023, members have the option to create a written operating agreement. However, having an operating agreement is vital for your company. It’s an internal document, so you don’t need to file it with the State Corporation Commission. But without one, your business will be subject to Virginia’s default LLC statutes, which may not be best for your LLC.
What should be included in an operating agreement?
A solid operating agreement should outline how your LLC will navigate significant events—everything from handling internal disputes to closing the business. Here’s a list of topics often covered by operating agreements:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- transfer of membership interest
- dissolving the business
Virginia state statutes allow you to include pretty much anything in your operating agreement—so long as it doesn’t violate the law or Articles of Organization.
Does a single-member LLC need an operating agreement?
Yes. Although you likely won’t need to resolve a disagreement with yourself, you’ll need an operating agreement to open a bank account and maintain your liability protection.
5. Get an EIN
An employer identification number (EIN) is a unique number the IRS uses to identify your business on tax filings. It essentially acts like a social security number for your LLC. You can apply for an EIN through the IRS website or submit a paper form. There’s no filing fee.
Do I need an EIN for my Virginia LLC?
Yes. Legally, your LLC will only need an EIN if you choose to hire employees or are taxed as a corporation. But, nearly all banks will require an EIN to open a company bank account. Plus, having an EIN prevents you from giving vendors or strangers your social security number.
What To Do After Forming Your Virginia LLC
6. Open a Bank Account
You’ll need to open a bank account for your LLC. Why? An LLC is considered a distinct entity, separate from its owners. That separation is what gives you limited liability protection. Unfortunately, mixing personal and business finances could put your protection at risk.
To open an account for your Virginia LLC, you’ll need to bring the following to your local bank:
- Virginia LLC Articles of Organization (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
You formed your LLC and opened a bank account. Now, it’s time to fund it. Members should make an initial contribution to pay for their membership interest. Typically, initial contributions are made by writing a check or depositing cash into the company’s bank account. But, members can also contribute property or services to the LLC. However, keep in mind that these types of contributions can trigger tax events.
What is LLC membership interest?
Membership interest represents your percentage of ownership in the business. Typically, membership interest is equal to your initial investment. For example, suppose your business partner invests $200 into the company and you invest $800. In this case, you will own 80% of the LLC, and your partner will own 20%. Membership interest is often proportionate to voting power as well, though a different arrangement could be defined in your operating agreement.
8. File State Reports & Taxes
Although Virginia LLCs aren’t required to file an annual report, you will need to pay a $50 annual registration fee to the State Corporation Commission.
Want to avoid the hassle? Let us handle the Virginia Annual Registration for you!
When is the Virginia Annual Registration fee due?
The Virginia Annual Registration fee is due by the end of your anniversary month. Say what? Well, if you formed your LLC in April, then your registration fee will be due by April 30th each year.
How are Virginia LLCs taxed?
By default, Virginia LLCs are taxed as pass-through entities—meaning business profits are distributed to members (owners), who then report their share on personal tax filings. Your company’s profits are also subject to the federal self-employment tax rate (15.3%). LLCs can also file paperwork with the IRS to be taxed as an S-corp or C-corp.
Learn more about S-Corp Vs LLC tax designation.
