How to Form an LLC in Virginia
A Virginia LLC, or Limited Liability Company, is business entity type formed under the laws of the State of Virginia. It offers a simple management structure and basic pass-through taxation, but with the same limited liability protection of a Virginia Corporation. When filed successfully online, an LLC in Virginia is simpler, faster, and less expensive than LLCs in many other jurisdictions.
Virginia offers LLC filing options via paper and online. Both are reasonably straightforward and have a standard filing fee of $100, but the online option is much quicker. In fact ,the standard online option is generally processed in half the time (same business day) of the “expedited,” $200 paper filing. Whether you start your Virginia LLC on your own, or hire a professional business service like us, you can use our full guide below to make sure you launch your new company successfully.
Steps to Start a Virginia LLC:
- Choose a name for your Virginia LLC
- Appoint a registered agent
- Prepare and file the Articles of Organization with the Virginia State Corporation Commission
- Pay the filing fee
- Create an operating agreement
- Obtain an Employer Identification Number (EIN)
- File BOI Report for your Virginia LLC
- Obtain necessary licenses and permits
- File ongoing annual reports
- Optional: Get an Assumed or Fictitious Name for your LLC
Choose a Name for Your Virginia LLC
Before filing your new Virginia LLC, you must select an available name for the company that complies with the state’s naming requirements. Ultimately, the Virginia State Corporation Commission has the final say on whether a business’s name is approved, but do your due diligence by searching your desired name and anything very similar on the state business entity database.
A Virginia LLC’s name must be distinguishable from other Virginia businesses and must include, “limited liability company,” “LLC,” or another abbreviation for the entity type.
Appoint a Registered Agent
A registered agent is a legally appointed, point of contact for your LLC. A Virginia registered agent must have a physical address within the state (does not need to be in your area specifically), where they are committed to being available during all regular business hours to accept any legal or state notices on behalf of the company.
A company cannot be its own registered agent, however a member or manager (an individual) can be the registered agent for their company. In doing so, that individual must list their full, legal name and physical address, exactly as is required of a commercial registered agent entity like us. Many small businesses choose to hire a professional registered agent to protect their personal address, or to never worry about missing anything important if they are away.
Our registered agent service is based right here in Virginia, fully-staffed during all regular business hours. We charge only $49/year, every year, and our registered agent service is available with or without our LLC formation package. No price hikes, no surprises, and no limits or per piece charges on the service of process we process for you.
Prepare and File Articles of Organization
Prepare the Articles of Organization to officially form your Virginia LLC with the State Corporation Commission. You can file online, by paper, or through hiring a third party, like us. When you hire us to start your LLC, we always file online to get your paperwork back as quickly as possible. Regardless of the method of filing you choose, you should expect to provide the following information:
- LLC Name
- LLC’s Physical Address (the state will not accept a PO Box)
- Registered Agent’s Name, Type, and Physical Address (registered agent type examples include LLC member/manager, attorney, authorized professional registered agent company, etc.)
- Purpose of the LLC (a generic purpose is accepted)
- Management Structure (member-managed or manager-managed)
- Effective Date (if different than the filing date)
- Duration (perpetual or a pre-determined end date)
- Organizer (legal name and signature of whomever prepares and submits the articles)
Virginia does not request the names of member or managers for its LLCs, which means that LLC members and managers can keep their personal names and information private from the public state record with a couple of precautions:
- Physical Address. A physical address must be listed so if your company doesn’t have a brick and mortar location, you could be stuck sharing your home address. If you hire our registered agent service, we automatically include the option to use our business address as your own for your state paperwork. This simply ensures all state notices are directed to us, and your personal address is protected.
- Registered Agent. If you qualify, you may opt to act as your own registered agent. To appoint yourself, you will list your full name, identify your relationship to the LLC, and list your physical address. Avoid listing your info by hiring a professional registered agent.
- Organizer. The articles of organization are short and easy to file. However if you file your own, you will be required to list your full, legal name. By hiring a third party filing company, you eliminate the need to complete this portion as that will be required of the filing entity. With our LLC formation package we include internal documents listing the member/manger information and identifying ourselves as a third party organizer. Those documents may be used to verify LLC ownership and responsibilities.
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Pay the Filing Fee
In order for the state to process your LLC’s Articles of Organization, expect to pay the appropriate filing fee. We’ve made it easy with links, and the fee and processing time for each filing method:
Create an Operating Agreement
While an operating agreement is not required by law or filed with the state, it is highly recommended and generally necessary for other business purposes. Most commonly, banks and lenders typically require a copy of an LLC’s operating agreement to start a business account.
If you file on you own, you’ll also need to draft your own operating agreement or hire a legal service to create one. If you hire us to form your LLC, we’ll automatically include an operating agreement tailored to your management type with your company’s basic details included. Your LLC members/managers can simply add in the more specific details, print, sign, and date, and be on your way to your next steps.
Obtain an Employer Identification Number
Generally speaking, once you have an LLC, you’ll need an EIN. You can check to see if the IRS will require your Virginia LLC to have an EIN, but even if they don’t, you’ll still probably want to get one. Your EIN will likely be requested to start a bank account, conduct a major sale/buy (like property), obtain certain permits or licenses, do business at an event, and more.
We strongly recommend waiting until your LLC is formed before applying for an EIN to make sure the LLC name and formation date are confirmed. The IRS is modern enough to allow quick online EIN filings, but if you need to change information like the company name, the process is antiquated at best. You pretty much have to write out a letter describing the requested change, snail mail it off, cross your fingers, and hope for the best.
If you hire us to form your Virginia LLC, you can easily add an EIN to your order as an optional item and we’ll take care of everything. If IRS filings are your thing, you can file online (usually same day confirmation), or via paper (weeks to months processing).
Common Question: I’ve been operating as a Sole Proprietor until now so I already have an EIN. I don’t need a new one, do I? If you have been operating as a sole proprietorship and decide to start an official Virginia LLC, it is very likely that you will need to obtain a new EIN. You can double check your circumstance with the IRS. Also, congrats on taking a big step in your business journey!
File BOI Report for your Virginia LLC
Effective January 1, 2024, new LLCs must file a Beneficial Owner Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) within 30 days of formation. Fortunately, FinCEN has elected to extend the deadline for submission for companies formed in 2024—and only companies formed in 2024—to up to 90 days after forming your company. Companies started in 2025 and beyond will return to the original 30-day deadline for submitting their BOI reports. LLCs formed before 2024 have until December 31, 2024 to file the BOI.
New LLCs report the following details for the company and the beneficial owner/company applicants:
- Legal name AND any trade names or DBAs
- Current address
- Formation jurisdiction (VA for Virginia formed companies)
- Tax ID number
Beneficial Owner/Company Applicants
- Full legal name
- Date of birth
- Residential address
- Copy of an identifying document with a unique ID number (e.g. driver’s license)
Beneficial owners are individuals who own 25% or more of the company or play a deciding role in the company, such as the CEO. Company applicants are those who file the company’s formation paperwork, or decided to file the formation.
The BOI reporting requirement was enacted through the Corporate Transparency Act (CTA) in a effort to fight money laundering and financial crime. Report details are submitted to FinCEN at no cost and are not made public.
Tired of all these mandatory filings? Just add BOI Report Filing ($9) and our experienced local filing specialists can handle this for you, too.
Obtain Necessary Licenses and Permits
Depending on the type of business your Virginia LLC does, you may need to obtain additional licenses or permits at the local, state, or federal level. Check the Virginia Business One Stop website to begin determining any specific requirements for your industry or location.
File Annual Reports
If you’ve made it here in your Virginia LLC journey, congrats! It’s more or less maintenance and growth from here.
Virginia requires LLCs to file an annual report with the State Corporation Commission, due by the end of the company’s anniversary month. To file, opt into our convenient annual report compliance service so we automatically invoice for and then file the report on time every year, file online, or by paper. Failure to file on time will result in a $25 penalty, loss of good standing status, and eventually the LLC may be administratively dissolved.
Optional Step: File a Virginia Assumed/Fictitious Name
If your business will be operating under any other names, you’ll want to file a “Certificate of Assumed or Fictitious Name” with the state. What’s called an assumed or fictitious name here in Virginia is sometimes called a DBA (Doing Business As) name in other places, but it’s all the same thing – a legalized nickname for your company.
If you decide to to register an assumed/fictitious name for your Virginia LLC, it has to be done after the LLC itself is approved so you can list the already-registered LLC name on the application. Run a name check before filing anything to up your name approval odds. If you would like to hire us to file your assumed name, it will be an option inside your client account once you’ve partnered with us (whether or not you chose to have us do the initial formation.) You can also file on your own online or via paper.
Our Most Frequently Asked Questions
- Can my Washington, DC company do business in Virginia?
- What’s the difference between a Virginia LLC and a Virginia Corporation?
- Should I get an S-Corp in Virginia?
Can my Washington, DC company do business in Virginia?
Just like a business formed in any other state jurisdiction, an LLC formed in Washington DC doing business in Virginia needs to foreign register into Virginia. Virginia foreign registration is multi-step process that you can hire us to take over, or tackle it on your own. Either way, you’ll need:
- Certified Copy of the original, domestic Articles of Organization from the home jurisdiction
- A Virginia Registered Agent
- Completed Application for Certificate of Registration to Transact Business in Virginia as a Foreign LLC
What’s the difference between a Virginia LLC and Virginia Corporation?
The big differences between an LLC and a corporation are in the structure, management, and taxation. Generally speaking, an LLC is simpler and more flexible in each of these categories than a corporation, while still offering similar limited liability protection as you would with incorporating. The chart below is really simplified, and should not be your exclusive research in deciding which is right for you, but it gives a basic
|Virginia LLC||Virginia Corporation|
|Formation Fee||$100||$75+ based on shares|
|Ownership||Owned by members||Owned by shareholders|
|Management||Flexible. May be managed by members or separate mangers.||Formal. Requirements for meetings and record keeping with recorded directors/officers.|
|Taxation||Pass-through taxes by default. Members pay self-employed individual income tax.||Double taxation. Corporate taxes and shareholder income tax apply.|
|Privacy||No member info required.||Must list director names on annual reports.|
|Annual Report Fee||$50||Varies based on total number of authorized shares|
Frequently, a corporation may be preferable for a business currently or potentially seeking external funding or public offerings, whereas an LLC is often the choice for small businesses or those who want operational flexibility. It’s worth mentioning that Virginia is one of the few states that actually allows its LLCs to convert to corporations, *and* its corporations may be converted to LLCs. Both filings are far more involved and expensive than initial formations, but it is nice to know that here n Virginia, either could be options for your company if your needs change.
Should I get an S-Corp in Virginia?
S-Corps are really having a moment and have become quite the buzzword. The tricky part is an S-Corp is not a business entity type. Not in Virginia, or anywhere else for that matter. You can’t really “start an S-Corp,” despite what some self-appointed pros may recommend. An S-Corp is a federal tax election that both LLCs and corporations can apply for with the IRS (or, of course, hire a pro like us.)
If you want an S-Corp in Virginia, you’ll typically start with a Virginia LLC, apply for an EIN, and then use the new EIN to apply for S-Corp status for your new Virginia LLC. A Virginia LLC with S-Corp status will still have the default pass-through taxation, however it also has the freedom to make but it can make member distributions that are not subject to the federal self-employment tax. You can find more details on S-Corps on the IRS website.