Forming an LLC in Virginia is easy
To start an LLC in Virginia you will need to file the Articles of Organization with the Virginia State Corporate Commission, which costs $100. You can apply online or by mail. The Articles of Organization is the legal document that officially creates your Virginia Limited Liability Company.
Follow the step-by-step guide below to start your Virginia LLC today and get your business up and running.
STEP 1: Name Your Virginia LLC
Choosing a company name is the first and most important step of forming an LLC in Virginia. Be sure to choose a name that complies with Virginia naming requirements and is easily searchable by potential clients.
1. Follow the naming guidelines:
- Your name must include the phrase “limited liability company” or one of its abbreviations (LLC or L.L.C.).
- Your name cannot include words that could confuse your LLC with a government agency (FBI, Treasury, State Department, etc.).
- Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.
- Your name must be distinguishable from any other Virginia limited liability company, corporation, or limited partnership.
- For a complete list of naming rules in Virginia, you can read the State Corporation Commission guidelines.
2. Is the name available in Virginia? Make sure the name you want isn't already taken by doing a Business Entity Search on the State of Virginia's website.
3. Is the URL available? We recommend that you check online to see if your business name is available as a web domain. Even if you don't plan to create a business website today, you may want to buy the URL in order to prevent others from acquiring it.
After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free
FAQ: Naming an LLC in Virginia
What is an LLC?
LLC is short for Limited Liability Company. It is a simple business structure that offers more flexibility than a traditional corporation while providing many of the same benefits. An LLC is one of several business structures, such as a sole proprietorship, partnership, and corporation (C-Corp and S-Corp). For more information, read our What is an LLC guide.
Watch our 2-minute video: What is an LLC?
Do I need to get a DBA or Trade Name for my business?
Most LLCs do not need a DBA (Doing Business As). The name of the LLC can serve as your company’s brand name and you can accept checks and other payments under that name as well. However, you may wish to register a DBA if you would like to conduct business under another name.
To learn more about DBAs in your state, read our How to File a DBA in Virginia guide.
STEP 2: Choose a Registered Agent in Virginia
You are required to appoint a Virginia registered agent for your LLC.
What is a registered agent? A registered agent is an individual or business entity responsible for receiving important tax forms, legal documents, notice of lawsuits, and official government correspondence on behalf of your business. Think of your registered agent as your business' point of contact with the state.
Who can be a registered agent? a Registered Agent must be a resident of Virginia or a corporation, such as a registered agent service, authorized to transact business in Virginia. You may elect an individual within the company including yourself.
TIPRecommended: ZenBusiness includes Registered Agent Service with their LLC formation package ($39 for the 1st year + State Fees).
FAQ: Nominating a Registered Agent in Virginia
Can I be my own registered agent in Virginia?
Yes. You or anyone else in your company can serve as the registered agent for your Virginia LLC.
Read more about being your own registered agent.
Is a registered agent service worth it?
Using a professional registered agent service is an affordable way to manage government filings for your Virginia LLC. For most businesses, the advantages of using a professional service significantly outweigh the annual costs.
For more information, read our article on Virginia registered agents.
STEP 3: File the Virginia LLC Articles of Organization
To register your Virginia LLC, you will need to file the Articles of Organization with the State Corporate Commission. You can apply online or by mail. Some states refer to the Articles of Organization as the Certificate of Formation or Certificate of Organization.
The Virginia Articles of Organization for an LLC (limited liability company) is a legal document to officially form your business. It contains information such as the name of the LLC, the name and address of the registered agent, and the state filing fee. After you file the Articles of Organization, we recommend you obtain an Employer Identification Number (EIN) if you plan to hire employees and open a business bank account.
Now is a good time to consider whether your Virginia LLC will be member-managed or manager-managed. We recommend learning more about member-managed vs manager-managed LLCs before you file.
File the Articles of Organization
If you’re expanding your existing LLC to the State of Virginia, you will need to form a Foreign LLC.
FAQ: Filing Virginia LLC Documents
How long does it take to set up an LLC in Virginia?
Filing the Articles of Organization takes one week by mail and is immediate online following payment.
What is the difference between a domestic LLC and foreign LLC?
An LLC is referred to as a "domestic LLC" when it conducts business in the state where it was formed. Normally when we refer to an LLC we are actually referring to a domestic LLC. A foreign LLC must be formed when an existing LLC wishes to expand its business to another state.
Read our What Is a Foreign LLC article to learn more.
STEP 4: Create a Virginia LLC Operating Agreement
In Virginia, LLCs are not required to have a written operating agreement, but it's a good practice to have one.
What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.
Why are operating agreements important? A comprehensive operating agreement ensures that all business owners are on the same page and reduces the risk of future conflict.
For more information on operating agreements, read our Virginia LLC operating agreement guide.
Recommended: Download a template or create a Free Operating Agreement using our tool.
FAQ: Creating a Virginia LLC Operating Agreement
Do I need to file my operating agreement with the state?
No. The operating agreement is an internal document that you should keep on file for future reference. However, many states do legally require LLCs to have an operating agreement in place.
STEP 5: Get a Virginia LLC EIN
What is an EIN? The Employer Identification Number (EIN), Federal Employer Identification Number (FEIN), or Federal Tax Identification Number (FTIN), is a nine-digit number issued by the Internal Revenue System (IRS); an Employer ID Number is used to identify a business entity and keep track of a business’s tax reporting. It is essentially a social security number (SSN) for the company.
Why do I need an EIN? An EIN is required for the following:
- To open a business bank account for the company
- For Federal and State tax purposes
- To hire employees for the company
Where do I get an EIN? An EIN is obtained from the IRS (free of charge) by the business owner after forming the company. This can be done online or by mail.
FOR INTERNATIONAL APPLICANTS: you do not need an SSN to obtain an EIN. For more information, read our guide on how to obtain an EIN as a foreign LLC.
FAQ: Getting a Virginia LLC EIN
How do I get an EIN if I don’t have a social security number?
An SSN is not required to get an EIN. You can simply fill out IRS Form SS-4 and leave section 7b blank. Then, call the IRS at (267) 941-1099 to complete your application. Learn more here about filing an EIN as an international applicant.
What tax structure should I choose for my Virginia LLC?
When you get an EIN, you will be informed of the different tax classification options that are available. Most LLCs elect the default tax status.
However, some LLCs can reduce their federal tax obligation by choosing the S corporation (S corp) status. We recommend consulting with a local accountant to find out which option is best for you.
Considering Using an LLC Formation Service?
We reviewed and ranked the top 5 LLC formation services.
Find out which is best for you.
Protect Your Business & Personal Accounts
Business Banking for Personal Asset Protection
Using dedicated business banking and credit accounts is essential for personal asset protection.
When your personal and business accounts are mixed, your personal assets (your home, car, and other valuables) are at risk in the event your Virginia LLC is sued. In business law, this is referred to as piercing your corporate veil.
You can protect your business with these two steps:
1. Opening a business bank account:
- Separates your personal assets from your company's assets, which is necessary for personal asset protection.
- Makes accounting and tax filing easier.
Recommended: You can get $200 when you open a Chase business checking account with qualifying activities. Learn more.
2. Getting a business credit card:
- Helps you separate personal and business expenses.
- Builds your company's credit history, which can be useful to raise capital later on.
Recommended: Learn more about the best small business credit cards.
Get Insurance for Your Virginia LLC
Business insurance helps you manage risks and focus on growing your business. The most common types of business insurance are:
- General Liability Insurance: A broad insurance policy that protects your business from lawsuits. Most small businesses get general liability insurance.
- Professional Liability Insurance: A business insurance for professional service providers (consultants, accountants, etc.) that covers against claims of malpractice and other business errors.
- Workers' Compensation Insurance: A type of insurance that provides coverage for employees’ job-related illnesses, injuries, or deaths. In Virginia, businesses with two or more employees, excluding business owners, are required by law to have workers' compensation insurance. Get a free quote with ADP.
How much will the right insurance cost you? Click here to find out different types of business insurance.
Properly Sign Legal Documents
Improperly signing a document as yourself and not as a representative of the business can leave you open to personal liability. When signing legal documents on behalf of your company, you could follow this formula to avoid problems:
- Formal name of your business
- Your signature
- Your name
- Your position in the business as its authorized representative
See the image below for an example.
This ensures that you are signing on behalf of your LLC and not as yourself.
Learn more on how to protect your business & personal assets by reading our article - How to Maintain your LLC Corporate Veil.
Keep Your Company Compliant
Virginia LLC Business Permits & Licenses
Does my Virginia LLC need business licenses and permits?
To operate your Virginia LLC, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
The details of business licenses and permits vary from state to state. Make sure you read carefully. Don't be surprised if there are short classes required as well.
Fees for business licenses and permits will vary depending on what sort of license you are seeking to obtain.
Find out how to obtain necessary licenses and permits for your business or have a professional service do it for you:
- Federal: Use the U.S. Small Business Administration (SBA) guide.
- State: Use the resources at Virginia's Department of Professional and Occupational Regulations.
- Local: Contact your local county clerk and ask about local licenses and permits.
Recommended: If you are a first-time entrepreneur, consider having a professional service research your business’ licensing requirements. Our friends at Startup Savant have reviewed and ranked the top five license research services.
Virginia LLC Taxes
Depending on the nature of your business, you may be required to register for one or more forms of state tax.
Virginia Sales Tax
If you are selling a physical product, you’ll typically need to register for a seller's permit through the Virginia State Tax Department.
This certificate allows a business to collect sales tax on taxable sales.
Sales tax, also called "Sales and Use Tax," is a tax levied by states, counties, and municipalities on business transactions involving the exchange of certain taxable goods or services.
Read our sales tax guide to find out more.
Virginia Employer Taxes
If you have employees in Virginia, you will have to register for Unemployment Insurance Tax and Employee Withholding Tax on the State of Virginia's Tax website.
Federal LLC Tax Requirements
Most LLCs will need to report their income to the IRS each year using:
- Form 1065 Partnership Return (most multi-member LLCs use this form)
- Form 1040 Schedule C (most single-member LLCs use this form)
Read our LLC Tax Guide to learn more about federal income taxes for LLCs.
Virginia LLC Annual Fee
Virginia does not require an annual report. However, it does require payment of an annual registration fee to the State Corporate Commission.
Pay your Annual Registration Fee
Pay Online with the State Corporate Commission
Fee: $50 (Nonrefundable)
Due Date: Due the first day of the second month preceding the month in which the company was formed.
Late Filings: Your LLC will be charged a $25 late fee if you miss your filing deadline. Virginia will also dissolve your LLC after three months for failure to pay your annual registration.
Avoid Automatic Dissolution
Virginia LLCs may face fines and even automatic dissolution when they miss one or more state filings. When this happens, owners risk loss of limited liability protection. A quality registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines and by submitting reports on your behalf.
Recommended: ZenBusiness offers a reliable registered agent service and excellent customer support.
Get Help Starting a Business in Virginia
We understand that creating an LLC and getting your business up and running comes with many challenges. To help you succeed, we compiled the best local resources in every major metro area in Virginia. You can get free assistance in the following areas:
Make Running Your Business Easier
After starting a business, two of the most important things you can do are get professional accounting and hire the right employees. Streamlining these processes can save you time and money as your business grows.
Hiring Employees in Virginia
If you plan to hire employees for your Virginia LLC, stay compliant with the law by following these steps:
- Verify that new employees are able to work in the US
- Report employees as "new hires" to the State
- Provide workers' compensation insurance for employees
- Withhold employee taxes
- Print compliance posters and place them in visible areas of your workspace
Recommended: Check out our Hiring for your Small Business Guide for resources like sample job descriptions, payroll service reviews, and more.
FAQ: Hiring Employees in Virginia
What is the minimum wage in Virginia?
The minimum wage in Virginia is $7.25 per hour.
How often do I need to pay employees in Virginia?
Employers are required to pay most employees in Virginia bi-weekly. Employees whose weekly wages total more than 150 percent of the average weekly wage of the Commonwealth may be paid monthly, contingent on each employee's consent. Executive, administrative, and professional personnel also may be paid monthly.
Accounting For Your Virginia LLC
It’s critical to get your books in order-- even if you haven’t officially opened for business. A well managed accounting system will help you:
- Track your business finances, including bills, expenses, and income.
- Simplify your annual tax filings.
The right software makes accounting easy. Look for software that:
- Syncs with your bank automatically.
- Matches transactions to invoices, bills and purchase orders.
- Can be accessed from your phone.
Recommended: QuickBooks has all the accounting features your small business will need.
Try QuickBooks for free
Women in Business Tools and Resources
If you have a woman-owned business, many resources are available to help you concentrate on your business’s growth:
- Funding - (ie. grants, investors, loans)
- Events - (ie. conferences, meetups)
- Guides - (ie. business formation, personal growth)
- Support - (ie. advice, communities, business strategies)
Our information and tools will provide educational sources, allow you to connect with other women entrepreneurs, and help you manage your business with ease.
TRUiC has created video guides to support and reinforce our on-page guides. These videos help to visualize the ideas and lessons that you need to know to create and run a successful business.
Check out our growing library of small business videos on the TRUiC YouTube channel.
Virginia Foreign LLCs
Forming a foreign LLC allows your company to operate as one entity in multiple states. If you have an existing LLC and want to do business in Virginia, you will need to register as a foreign LLC. This can be done by mail.
Register as a Foreign LLC in Virginia
File by Mail with the State of Virginia
Fee: $100, payable to the State Corporation Commission (Nonrefundable)
State Corporation Commission
P.O. Box 1197
Richmond, VA 23218
How to Get a Certificate of Good Standing
A Certificate of Good Standing, known in Virginia as a Certificate of Fact of Existence, verifies that your Virginia LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:
- Seeking funding from banks or other lenders
- Forming your business as a foreign LLC in another state
- Obtaining or renewing specific business licenses or permits
You can order a Certificate of Fact of Existence online.
Order a Certificate of Fact of Existence
Request a Certificate Online
Fee: $6 (Nonrefundable)
Dissolve Your Virginia LLC
If at any point in the future you no longer wish to conduct business with your Virginia LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble. To dissolve your Virginia LLC, there are two broad steps:
- Close your business tax accounts
- File the Virginia Articles of Dissolution
When you are ready to dissolve your LLC, follow the steps in our Virginia LLC Dissolution Guide.