How To Start An LLC In Virginia (2024 Guide)

In Virginia, there are several steps to forming an LLC. You must choose a name and file your Articles of Organization at the Virginia State Corporation Commission. It is always a good idea to draft an Operating Agreement and to obtain all the licenses and permits you need for your business. Last but not least, you must meet Virginia’s requirements for ongoing compliance, which include filing annual reports and paying additional fees.

Step 1: Create a Login on the Clerk’s Information System (CIS) Website

Virginia has streamlined its business creation and tracking system in recent years thanks to the State Corporation Commission Clerk’s Information System, or CIS. While it is still possible to download forms, for speed and efficiency, it is a good idea to create a login and password for this system and complete as much of the process as you can digitally.

Step 2: Choose a Name for Your LLC

The first step in creating an LLC should always involve reviewing the desired LLC name. The state has a number of requirements you will need to follow to avoid your LLC paperwork being rejected. By being proactive and checking availability and uniqueness ahead of time you can prevent conflicts while creating a distinctive image for the business.

Virginia LLC Naming Requirements

Along with most states, Virginia has naming requirements that must be met for LLCs. Otherwise, your paperwork could be rejected. Here are some requirements:

1. The name of the LLC must include at least one of the phrases “Limited Liability Company” or “Limited Company” or an abbreviation of such:
   1. L.L.C./LLC
   2. L.C./LC
2. The name cannot include words or abbreviations that imply it is a different business entity. For example, an LLC name can’t have “corporation” or “corp”
3. The LLC name must be distinguishable from any other business entity registered in the state, that includes corporations, trusts and partnerships
4. The LLC name cannot include words such as “bank,” “trust,” “engineer,” “land surveying” or “architecture” unless you are engaged in the said business

Check out Virginia’s State Corporation Commission website for more information about business naming regulations.

Check LLC Name Availability

It is important to check the availability of LLC names by researching and confirming the availability of your chosen LLC name. Your LLC’s name must be unique and distinct from other business names on file with the state. You can confirm availability of your desired name by visiting the CIS name availability search engine. This will help ensure your LLC application is not rejected when filed.

Reserve Your LLC’s Name

If your potential LLC name is available, but you aren’t ready to file your LLC paperwork yet, you can reserve the name. You can do this by either downloading Form SCC631 and submitting it by mail or completing the reservation process online. The filing fee is $10, and this will hold your LLC name for up to 120 days. If you need more time, you can pay an additional $10 and renew the hold for an additional 120 days.

Step 3: Get a Registered Agent

In Virginia, all formal businesses must have a registered agent. This party receives and handles paperwork from the state, as well as important court documents. A registered agent must be a Virginia resident with a physical business address in the state (the “registered office”); a Virginia P.O. box will not suffice.

The agent must be available during normal business hours. In addition, the agent must either be a member of your company’s management (typically a member or manager of your LLC) or a member of the Virginia State Bar.

You can also hire a company that provides registered agent services. The price range is usually between $49 and $300, but you should be prepared to pay a reasonable fee for reliable annual service.

Step 4: File Your LLC Paperwork

Begin the process of forming an LLC by completing Form LLC1011, the Articles of Organization. Out-of-state entities that want to register to do business in Virginia must submit Form LLC1052. The filing must include information such as the LLC name, its physical address and the registered agent.

There are three options for turning in your LLC documents:

• Submit everything online by signing in to the CIS website
• Mail documents and payment to P.O. Box 1197, Richmond, VA 23218-1197
• Take completed forms in person to 1300 East Main Street, Tyler Building, 1st Floor, Richmond, VA 23219

The filing fee is $100. Be sure to make checks or money orders payable to the State Corporation Commission, and to use black ink if physically completing your paperwork.

Although the immediate process of forming your Virginia LLC is complete, there are additional steps to take toward the long-term health and existence of your new business entity. Below are some important post-establishment steps you should look into.

Correct Any Filing Errors

If after you file your LLC paperwork you find mistakes were made, you must correct them as quickly as possible. Quickly take care of any mistakes by submitting Form LLC1011.1, either as a paper filing or through the CIS website. The fee is $25.

Get an Employer Identification Number (EIN)

EINs are required for most businesses, though one notable exception is single-member LLCs with no employees. These owners can get by with the owner’s Social Security number (SSN). Even so, EINs are ideal for one-member LLCs as they protect one’s SSN from identity theft as well as preserve privacy. You can quickly obtain your own EIN at the IRS website.

Pay the Annual Registration Fee

Virginia LLCs are not required to file any yearly reports. However, LLCs are responsible for paying an annual registration fee of $50. The payment is due starting a year after formation, by the end of the anniversary month.

Create an LLC Operating Agreement

Does the state of Virginia require LLCs to have an operating agreement? Not necessarily. That said, § 13.1-1023 of Virginia state law explains how an operating agreement works and the circumstances under which one may be enforceable by law.

According to the state code, you may create an LLC operating agreement “to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members.” It is important to note that members are considered bound to the agreement once it exists, regardless of whether the LLC chooses to execute it later on.

It is also important to note that the agreement is considered binding even if it is not in writing. Be as clear as possible about all details, such as member voting rights, financial obligations and responsibilities.

Enforcement of the LLC operating agreement falls under the authority of a court of equity.

It’s important for new business owners to be aware of state employer obligations. There are specific obligations that must be fulfilled to ensure compliance with government regulations. Employers must:

• Report all new hires to the state within 20 days of their start date
• Withhold federal, state and local income taxes from their employees’ wages and forward the taxes to the appropriate government agencies
• Contribute to the state unemployment fund by paying unemployment taxes
• Purchase workers’ compensation insurance if there are more than two employees

By adhering to these employer obligations, businesses in Virginia maintain legal compliance, foster a safe work environment and uphold the welfare of their employees. It is recommended that employers stay informed about any updates or changes in regulations to ensure ongoing adherence to their responsibilities.

For additional assistance in initiating an LLC in Virginia, we recommend exploring the following valuable resources:

• How To Start A Business in Virginia
• Best Virginia Registered Agent Services
• How To Get A Virginia Business License