Forming an LLC in Virginia

Created by FindLaw's team of attorney writers and editors.

Making the decision to organize your business into an LLC ("limited liability company") can be very beneficial to the company. If you're contemplating forming an LLC in Virginia, you must follow the proper steps needed to ensure that the formation is successful. This article discusses how to form a Virginia LLC, including links to necessary forms and relevant statutes.

Forms for Virginia LLC Formation

Forming an LLC in Virginia requires completing paperwork and filing it with the appropriate government agency. Fortunately, it's a straight forward process. You can use FindLaw's LLC Formation Package to obtain the required forms to create your LLC.

LLC and Other Business Types

The LLC is a hybrid business form that combines elements of partnerships and corporations. LLCs are like corporations in that they provide limited liability protection to their owners, but like partnerships LLCs have fewer formalities and offer greater tax advantages.

Synopsis of Forming an LLC in Virginia

Forming an LLC involves the same basic tasks in any state. However, each jurisdiction has its own laws and terminology concerning LLC formation. The chart below provides you with a synopsis of the laws about forming an LLC in Virginia.

Statutes

Virginia Code Title 13.1:

Name the LLC

Virginia law requires that the LLC name must:

  • Contain the words "Limited Liability Company" or "Limited Company"; or
  • The abbreviations "LLC", L.L.C." "LC"," L.C."; and
  • The name must be distinguishable from the names of other registered Virginia businesses.

Search the Virginia State Corporations Commission, Office of the Clerk's Name Database to check for name conflicts.

You may file an application (along with a filing fee) to reserve a name for 120 days with the Commonwealth of Virginia State Corporation Commission. You can only file via regular mail.

Appoint a Registered Agent

Virginia LLCs must have a registered agent for service of process if the LLC is sued. The agent must have a physical street address in Virginia; and must fall into one of these categories:

  • A Virginia resident who is a member or manager of the LLC; or
  • An officer or director of a corporation that is a member or manager of the LLC; or
  • A general partner of a general or limited partnership that is a member or manager of the LLC; or
  • A trustee of a trust that is a member or manager of the LLC, or a member or manager of the Virginia State Bar; or
  • A corporation authorized to do business in Virginia.


File Articles of Organization

You must file the Articles of Organization along with the filing fees; the articles must include the following:

  • The LLC's name and address; and
  • The registered agent's name, address.

You may file the Articles online or via regular mail.

Create an Operating Agreement

Although Virginia doesn't require them, it's a good idea to create an operating agreement.

Other Tax and Regulatory Requirements

In many cases, if you have employees or your business sells goods and collects sales tax, you'll likely need to register with the Virginia Department of Taxation.

If your LLC has more than one member, then you must apply for an EIN (Employer Identification Number).

Determine Necessary Business Licenses/Permits

You may also have to obtain local and state business licenses, depending on the type of business and the location.

Note: State laws are always subject to change through the passage of new legislation, rulings in the higher courts (including federal decisions), ballot initiatives, and other means. While we strive to provide the most current information available, please consult an attorney or conduct your own legal research to verify the state law(s) you are researching.

Foreign LLCs

It's unlawful to transact business in the Commonwealth unless the LLC is authorized to conduct business in Virginia. All LLCs organized outside of Virginia must register with the Virginia State Corporations Commission.

Annual Registration Fees

After you've formed your Virginia LLC, you must pay an annual registration fee as part of the maintenance of the LLC. The fee must be paid each year on or before the last day of the month in which your LLC was formed.

Forming an LLC in Pennsylvania: Related Resources

If You Need Help Forming a Virginia LLC, Contact an Attorney

Forming an LLC in Virginia can typically be done with minimal effort after you have obtained the right LLC forms. But if you have complex formation issues, then you should discuss your situation with an experienced Virginia attorney right away.

Next Steps: Search for a Local Attorney

Contact a qualified attorney.