Virginia LLC

Last updated on March 1, 2023

For the entrepreneur looking for flexibility and ease of formation and maintenance, the Limited Liability Company in Virginia is a great choice.

$100

Formation fees

$10

Name reservation fees

$50

Annual report fees

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What is an LLC?

Limited Liability Company

LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.

Limited liability

Personal assets are protected for people with limited liability when they are sued.

Corporation

A business entity that can issue shares and give limited liability to shareholders.

Members

Owners of an LLC are referred to as members. They own membership interest in the LLC.

Sole proprietorship

Where an individual engages in business activity without formal organization.

Types of LLC

Depends on the number of members and whether it has elected to change its IRS classification.

Single-member LLC

Has only a single member. IRS considers it as a sole proprietorship for tax purposes.

LLC as C-corp

Owners of an LLC are referred to as members. They own membership interest in the LLC.

Multi-member LLC

Has two members. IRS considers it as a partnership for tax purposes.

LLC as S-corp

A special election for a maximum of 100 US shareholders.

Actions

Here are some possible actions to take in a Virginia LLC. Click below to read in detail:

How to form an LLC in Virginia?

Follow these 7 steps:

1. Name your LLC

Think of a list of names for your business that your customers would find appealing. Show it to your friends and some customers and get their feedback. If you already have a few names in mind, great.

To check if those names are available in the state of Virginia, go to the official entity search tool on the Secretary of State website. It’s free to search.

You can reserve a name with the state, by paying reservation fees. The reserved name will be expired after a specified duration. If you are filing Articles of Organization, you need not reserve a name separately.

Reservation fees

$100

Reservation duration

Instant

Every LLC needs to be identified with a designator. Shall contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC."

Make sure you follow LLC naming guidelines specified by Virginia state as per Code of Virginia §13.1-1012. This includes not using names similar to existing companies, etc.

2. Get a mailing address

If you have an office or factory in Virginia, you can use that as your official company address. Note that this address will be made public. You can even use your home address as your official company address. But that may not give you privacy.

Alternatively, pick a virtual office address. This way, you pay a company for a street address and they handle all your mailing. You can then give this address to the state.

3. Hire a registered agent

Every Virginia LLC requires a registered agent in the state. If you are a resident of Virginia, you can be the registered agent for your LLC. However, your details will be made public and you must be available during all business hours to receive service of process.

Alternatively, there are companies that provide registered agent services for a fee. Pay for their service and you get to keep your privacy and ability to freely move around without worrying about compliance.

4. File Articles of Organization

Once you have a registered agent and an official office address, you can go ahead with filing your Articles of Organization. You can file it online on Virginia State Corporation Commission website.

Filing fees

$100

Processing time

Instant

Address

State Corporation Commission

Clerk's Office

P.O. Box 1197

Richmond, VA 23218-1197

5. Create an Operating Agreement

Operating agreements are not mandatory in Virginia, but it is highly recommended. There are websites where you can customize operating agreements to your needs. Create and get it signed by your LLC members.

6. Get Employer Identification Number (EIN)

EIN is used by IRS to identify business entities. You create an EIN for free at IRS website.

7. Open a business bank account

It is important to separate your business and personal transactions. There are several ways to create business bank accounts. You can definitely open business checking accounts at traditional banks like Chase, Wells Fargo, etc. There are several other modern banking solutions that offer plenty of benefits to entrepreneurs.

Entity name

Every LLC should have a unique name in Virginia. Virginia maintains a list of names of entities in the state. Go through it to check if your chosen name is available.

Search for names

Go to the official website of the Virginia business entity search tool to see if the name you want is available.

Searching fee

Free

Reservation

You can reserve a name for your LLC for a specific duration by paying reservation fees to the Virginia state corporation commission. You will have to file your LLC formation documents within this period to keep the name. Alternatively, you can directly go ahead with the LLC formation without any reservation. That's fine too.

Reservation fee

$10

Reservation period

120 days

LLC naming guidelines

The name you choose for your LLC must the official naming guidelines.

  • Code of Virginia §13.1-1012

    Visit

Here are some of the guidelines in simple language:

  • 1

    Shall contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC."

  • 2

    Don’t include terms that indicate that you are doing an activity that you are not authorised to do.

  • 3

    Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.

  • 4

    Don’t use words that makes it seems like you are a governmental entity or has an affiliation.

Articles of Organization

In Virginia, Articles of Organization is the form you file with the Secretary of State to form an LLC. It contains the articles of formation for the LLC.

Filing Articles of Organization

There are a couple of ways to file

  • File it online on Virginia State Corporation Commission website

    Visit

  • Mail a form to the state department

    PDF

Address

State Corporation Commission

Clerk's Office

P.O. Box 1197

Richmond, VA 23218-1197

Online fee

$100

Online processing time

Instant

Mailing fee

$100

Mail processing time

7 days

EIN

An Employer Identification Number, also known as Federal Tax Identification Number, is used to identify a business entity.

Who must have an EIN?

  • Single member LLC elected to be taxed as C-corp or S-corp

  • Single member LLC with an employee

  • All multi-member LLC

How to get an EIN?

  • Visit IRS website to apply for an EIN online.

    Visit

  • Alternatively, you can mail or fax Form SS-4 to the IRS

    PDF

Address

Internal Revenue Service


Attn: EIN Operation


Cincinnati, OH 45999


Fax: 855-641-6935

Registered agent

A registered agent is an agent of your LLC on whom any notice, process or demand may be served. Every LLC in Virginia needs to have a registered agent located in the state.

Requirements

According to Virginia Code § 13.1-1015:

  • 1

    Registered agent can be an individual or an authorised organisation.

  • 2

    Registered agent must have a street address where they can personally receive service of process.

  • 3

    Office of Registered agent cannot be just a mailbox service of a telephone answering service.

Failure to maintain registered agent

If you fail to appoint or maintain a registered agent, the clerk of the Commission becomes an agent of the entity upon whom any such process, notice or demand may be served.

LLC Annual Registration

Every LLC has to file this report in Virginia to stay compliant with the state laws.

Filing Annual Registration

Virginia LLC is expected to file this report annually

  • File it online on Virginia Corporation Commission website

    Visit

Online fee

$50

Failure to pay

Your LLC will be charged a $25 late fee if you miss your filing deadline. The state will also dissolve your LLC after three months not filing your annual registration.

Operating agreement

Operating agreement is an internal business document that outlines the general rules and policies of the LLC.

Importance

It is not a legally mandatory document. However, it is recommended to have one since many courts, banks and financial institutions use it for verification. It is also nice to clearly outline the duties and relations between multiple members of an LLC—so you avoid any confusion in the future.

Format

There is no ‘required’ format for an operating agreement. You can include anything reasonable in it. In general, it has the following sections:

Basic Business information

Contains name, address, names and details of members, purpose

Member relationship

Contains membership interest, decision making process, powers, duties.

Membership transfer

Contains details on how to add or remove members and managers.

Accounting and tax

Contains details on how company records and distributions are maintained.

Dissolution

How to dissolve, wind up and terminate, due process to follow and exceptions.

LLC in Virginia

Similar to limited liability companies, other business entities available in Virginia include:

Virginia Business search

Virginia LLC add member

Virginia LLC remove member

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Why we like StartGlobal?

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Willy Justin

Founder, Statepedia

StartGlobal: Legal + Taxes + Bookkeeping for solopreneurs

Product

For small businesses, managing taxes, accounting and everything legal is just a pain. Nobody wants to do it, but they have to. Instead of working with CPAs, attorneys and others separately, Start brings all of them under a single subscription. It’s just smooth.

Team

I know the team behind StartGlobal very well. It’s a very hardworking group of individuals who are genuinely passionate about small businesses. They are backed by successful founders like Balaji Srinivasan, Biz Stone(Twitter) and others.

Price

Getting a CPA or attorney is a matter of thousands of dollars. It’s just unfair to pay so much when you’re a small business. Start has a single subscription that covers it all. It is a definite money saver.

$599 one-time