Here are the steps you need to take to start a limited liability company (LLC) in Virginia.
hera are the steps you need to take to form a circumscribed liability company ( LLC ) in Virginia. For more information on how to form an LLC in any state, see Nolo ‘s article How to Form an LLC .
1. Choose a Name for Your LLC
Under Virginia law, an LLC mention must contain the words “ circumscribed Liability Company ” or “ limit caller ” or the abbreviations “ LLC, ” “ LC, ” “ L.L.C., ” or “ L.C. ”
Your LLC ‘s list must be distinct from the names of other occupation entities already on file with the Virginia State Corporations Commission, Office of the Clerk. Names may be checked for handiness at the Virginia business name database.
You may reserve a mention for 120 days by filing an application for Reservation or for Renewal of Reservation of a Business Entity Name ( Form SCC631 ) with the Commonwealth of Virginia State Corporation Commission. The reservation must be filed by mail. The filing fee is $ 10 .
Using an Assumed Name
You do n’t have to use your LLC ‘s official legal name registered in your Articles of Organization when you do occupation out in the real world. rather, you can use a trade name, besides called a assumed occupation name, “ DBA “ ( short for doing business as ), or trade name. To do so in Virginia, you must file a certificate of assumed or fabricated name with the clerk ‘s office of the tour woo in the county or city where the LLC ‘s conducts business. There is a $ 10 filing fee. A attest transcript of the certificate must be filed with the Virginia State Corporation Commission. This may be done on-line. Starting January 1, 2020, assumed diagnose certificates no longer need to be filed with circuit court. alternatively, they will be filed immediately with the Virginia State Corporations Commission. Check the Virginia State Corporations Commission web site for details .
2. Appoint a Registered Agent
Every Virginia LLC must have an agent for overhaul of process in the express. This is an person or business entity that agrees to accept legal papers on the LLC ‘s behalf if it is sued. The register agent may be ( 1 ) a Virginia resident who is : a extremity or director of the LLC, a penis or director of a LLC that is a penis of director of the LLC, an officer or film director of a pot that is a member or director of the LLC, a general collaborator of a general or limited partnership that is a member or coach of the LLC, a regent of a entrust that is a extremity or coach of the LLC, or a member of the Virginia State Bar ; or ( 2 ) a pot authorized to do clientele in Virginia. The register agent must have a physical street address in Virginia .
3. File Articles of Organization
A Virginia LLC is created by filing Articles of Organization ( Form LLC-1011 ) with the Virginia State Corporations Commission. The articles must include :
- the LLC’s name
- the name and address of the LLC’s registered agent
- the LLC’s initial principal office address, and
- signatures of the LLC’s organizers.
The articles may be filed on-line at the Virginia New Entity Formation web page, or by mail. The file fee is $ 100 .
4. Prepare an Operating Agreement
An LLC operational agreement is not required in Virginia, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can besides help preserve your circumscribed liability by showing that your LLC is rightfully a separate occupation entity. In the absence of an operating agreement, state LLC jurisprudence will govern how your LLC operates .
For assistant creating an LLC operate agreement, see Form Your own limited Liability Company, by Anthony Mancuso ( Nolo ) or use Nolo ‘s Online LLC. If an operate agreement is created, it need not be filed with the Articles of Organization .
5. Obtain an EIN
If your LLC has more than one extremity, it must obtain its own IRS Employer Identification Number ( EIN ), even if it has no employees. If you form a uninominal LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a pot alternatively of a lone proprietorship ( dismiss entity ). You may obtain an EIN by completing an on-line EIN application on the IRS web site. There is no filing tip .
6. Pay Annual Registration Fees
All Virginia LLCs and extraneous LLCs authorized to do commercial enterprise in the state must pay a $ 50 annual registration fee. The fee is ascribable each year on or before the last sidereal day of the calendar month in which your LLC was created. The Virginia Corporations Commission will mail a notice of the assessment to the LLC ‘s file agent at the register office address. The Commission must receive the LLC ‘s annual registration fee payment on or before the due date stated in the notice of judgment or a $ 25 penalty will be imposed. annual registration fees may be paid on-line at the Corporations Commission SCC efile web foliate or by postal mail.
Should I form an LLC in Virginia? If you are precisely starting your business or have already been operating as a lone owner, you should consider forming an LLC. LLCs limit an owner ‘s personal liability for business debts and lawsuits and offer a distribute of tractability when it comes to ownership, management, and taxation of the clientele. To learn more about LLCs and decide if it is the correct business structure for you, see What is a limited Liability Company ( LLC ) ?
How do I know if my LLC name is available? It is important to make certain that your LLC ‘s name is distinct from the names of other existing businesses on file with the Virginia State Corporations Commission. You can conduct a identify search for loose on their web site to make surely your proposed name is available .
How much does it cost to form an LLC in Virginia?
- The Virginia State Corporations Commission charges $100 to file the Certificate of Formation.
- You can reserve your LLC name with the Virginia State Corporations Commission for $10.
Filing on your own is much the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another choice, but will frequently cost you hundreds, if not thousands, of dollars in the serve. Nolo ‘s Online LLC formation servicing can complete all of the paperwork and filings for you, with packages starting at just $ 49.00. To learn more about the costs associated with form and running an LLC, see How much Does It Cost to Form an LLC ?
Do I need an operating agreement for my Virginia LLC? Virginia does not require LLCs to have manoeuver agreements, but it is highly advisable to have one. An operate agreement will help protect your specify liability status, prevent fiscal and managerial misunderstandings, and ensure that you decide on the rules governing your business rather of department of state law by default. For more information, see The LLC Operating Agreement .
Do I need a business license in Virginia? Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For local licenses, confirmation with the clerk for the city where the LLC ‘s primary place of commercial enterprise is located ( or county if it is in an unincorporated sphere ). For state license information, check Virginia ‘s Business OneStop web site. For more information, see Nolo ‘s article How to Get a Small Business License in Virginia .
Are there Virginia business taxes I need to pay? In some cases, for exercise if you have employees or will be selling goods and collecting sales tax, you ‘ll need to register with the Virginia Department of Taxation. For many department of state tax purposes, you can register either on-line ( through the VATAX online service ) or on wallpaper ( typically using Form R-1 ). For more data on Virginia LLC tax registration, check Nolo ‘s article Virginia LLC Annual Filing Requirements .
Can a foreign LLC do business in Virginia? To do business in Virginia, all LLCs organized outside of the state must register with the Virginia State Corporations Commission. Foreign LLCs must appoint a register agentive role for service of work. The agent may be ( 1 ) a Virginia resident who is : a extremity or director of the LLC, a member or coach of a LLC that is a member of director of the LLC, an officer or conductor of a pot that is a member or coach of the LLC, a general collaborator of a general or limited partnership that is a member or coach of the LLC, a regent of a trust that is a penis or coach of the LLC, or a extremity of the Virginia State Bar ; or ( 2 ) a pot authorized to do business in Virginia .
To register, file an application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company ( Form LLC-1052 ). The application may be filed on-line or by mail. The charge fee is $ 100 .
The completed application must be accompanied by a less than one-year-old attest or otherwise authenticate copy of the LLC ‘s master articles of organization or alike document from its base express, along with all amendments and corrections to it. The certificate of the Secretary of State or like official must indicate that the copy of the articles is a “ true and correct copy ” of the official records, or words to that effect. A security of Existence/Fact/Good Standing is not sufficient .
Before filing the application, make certain the LLC ‘s name is available in Virginia by checking the Virginia business appoint database. If the name is not available, the LLC must adopt a destine diagnose for use in Virginia. State the “ for use in Virginia ” name in parentheses on the first argumentation of the application, following the LLC ‘s veridical identify .
Can I form a single-member LLC in Virginia? For most geological formation purposes, a Virginia single-member LLC is considered the lapp as a multi-member LLC. The steps to form a single-member LLC in Virginia are the same as those listed above .
Single-member LLCs do have extra tractability when it comes to filing a tax return. To learn more, see Nolo ‘s article, How Single-Member LLCs Pay Federal Income Tax.
Can I form a professional LLC in Virginia? If you provide a license professional serve in Virginia and want to form an LLC, you will be required to form a professional circumscribed liability company ( PLLC ). Examples of professional services include architects, attorneys, dentists, certified populace accountants, and more. broadly, if you provide a service that requires you to obtain a Virginia state license before rehearse, then you are a professional serve. Under Virginia law, LLCs can be formed to provide master services. however, alone one specific type of service may be provided and all the owners of the LLC must be licensed or registered to perform the professional service for which the LLC was organized .
To learn more about forming a Virginia PLLC, see our article, How to Form a Professional LLC in Virginia .
How do I dissolve my LLC when I’m done? If you reach the period where it is time to close your occupation and cease all operations, then you will want to properly dissolve your LLC to limit your indebtedness for lawsuits and government fees. Learn about the steps you will need to take .