How to Form an LLC in Virginia
Virginia State Corporation Commission – Office of the Clerk
PO Box 1197
1300 East Main Street
Richmond, VA 23218-1197
Statutory Authority: Virginia Limited Liability Company Act — Va. Code § 13.1-12 (2013)
Virginia LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare “Expedited Service Request” if applicable.
4. Prepare a Letter of Transmittal.
5. Submit the completed documents, along with a photocopy and your filing fees, to the Virginia State Corporation Commission.
Virginia Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Virginia:
1. Company name
2. Registered agent name, type, and street address
3. Principal office street address
4. Signature and printed name of each organizer
Virginia LLC Fee Schedule
Application for Reservation or Renewal of Reservation of a Corporate Name: $10.00
Articles of Organization: $100.00
Application for a Certificate of Registration to Transact Business in Virginia: $100.00
Expedited Service: $200.00 – Same day, $100.00 – Next day
Certified Copy: $3.00 plus $.50 per page
Annual Registration: $50.00
Articles of Cancellation: $25.00
Your company name must end with a limited liability company designator. In Virginia the specific limited liability company designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC”.
Conduct an entity name search on the Virginia State Corporation Commission’s website to confirm availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation or Renewal of a Corporate Name” and paying a name reservation fee of $10.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Virginia requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Virginia resident or active Virginia business entity that has a Virginia street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Virginia resident and have a Virginia street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Virginia limited liability company. Nevertheless, Virginia permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. Pay Annual Registration Fee.
Registering as a Foreign Entity
1. Complete the “Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company.”
2. Attach a certified copy of the limited liability company’s Articles of Organization, including all amendments and corrections, filed in the corporation’s state of formation, authenticated within the past 12 months by the official having custody of limited liability company records in the state under whose law it is formed.
3. Submit the completed documents, along with the filing fees, to the Clerk of the Virginia Corporation Commission.
Dissolving a Virginia LLC
1. Complete the “Articles of Cancellation of a Virginia Limited Liability Company.”
2. Make sure all fees and penalties due to the Corporation Commission have been paid.
3. Submit the appropriate documents, along with the filing fees, to the Clerk of the Virginia Corporation Commission.