This article is provided for educational and informational purposes only. It does not constitute legal, financial, or tax advice, and no attorney-client relationship is formed by reading it. Laws, regulations, official guidance, and related information vary by jurisdiction, change frequently, and may have changed or become outdated since the publication date. Always verify current information with authoritative sources and consult a qualified professional about your specific circumstances. The author and publisher assume no liability for actions taken based on this information.
Key Facts
- Virginia: A domestic LLC is formed by filing articles of organization with the State Corporation Commission.
- Virginia: The current SCC filing fee for Form LLC1011 is $100.
- Virginia: The articles identify the LLC name, principal office, registered agent, registered office, and organizer.
- Virginia: Every LLC must continuously maintain a qualifying registered agent and registered office in the Commonwealth.
- Virginia: An LLC currently pays a $50 annual registration fee by the last day of its organization-anniversary month.
- Virginia and federal: SCC formation, Virginia tax registration, and federal LLC tax classification are separate steps.
To start an LLC in Virginia, the legal formation filing goes to the State Corporation Commission, or SCC. The online Clerk’s Information System can generate articles of organization from the information entered by the organizer.
Formation is only the entity step. Federal identification, tax registration, licensing, internal governance, and annual fees follow separate rules.
Choose a compliant Virginia LLC name
The LLC name must be distinguishable in the SCC’s records and include “limited liability company,” “limited company,” or a permitted abbreviation. A name-availability check can screen a proposed name before filing.
Availability in SCC records does not resolve trademark rights or guarantee that a regulated activity may use the name. The name should be coordinated with the entity’s contracts, tax accounts, and public-facing brand.
The planned guide to what an LLC is provides broader entity context. Virginia law controls this state-specific formation.
Prepare the articles of organization
Virginia Form LLC1011 collects the business name, principal-office address, registered-agent name and qualification, registered-office address, and organizer information. The SCC currently lists a $100 formation fee.
The principal office is the location of the LLC’s executive offices. It is distinct from the registered office, which is maintained for official notices and service of process.
An organizer signs and submits the articles. The organizer does not become a member merely by acting as organizer unless the ownership arrangements separately provide for membership.
Appoint a qualifying registered agent
Each Virginia LLC must continuously maintain a registered office and registered agent in the Commonwealth. Section 13.1-1015 specifies who may serve and requires the agent’s business office to match the registered office.
An individual agent must fit one of the listed statutory capacities, such as a Virginia-resident member or manager, qualifying officer, or Virginia State Bar member. An authorized eligible entity may serve under the statute’s conditions, but an entity cannot serve as its own registered agent.
The general registered agent for an LLC overview explains the role; the Virginia statute determines eligibility and office requirements.
Use an operating agreement for internal rules
An LLC operating agreement can address management, voting, contributions, distributions, transfers, records, departures, and dissolution. It is not the same document as the public articles of organization.
The articles establish the public entity record, while the agreement governs much of the members’ internal relationship within statutory limits. Banking and ownership records should match those choices.
Regulated professional services can require a professional LLC form or additional licensing rules. The SCC identifies separate professional-LLC filing materials.
Register for federal and Virginia taxes
Virginia Tax asks new businesses for a federal employer identification number, legal name, addresses, entity type, activity code, responsible-party information, and the tax types involved. Registration produces account information for applicable Virginia taxes.
Sales tax, employer withholding, and pass-through or corporate income-tax responsibilities depend on the LLC’s activity and classification. Virginia’s online registration is separate from the SCC formation filing.
For federal income tax, a domestic single-member LLC is generally disregarded unless it elects corporate treatment. A domestic multi-member LLC generally defaults to partnership classification unless it elects corporate treatment.
Pay the annual SCC registration fee
Virginia LLCs currently pay a $50 annual registration fee. The SCC states that it is due on the last day of the month in which the LLC was organized or registered.
The SCC assesses the fee and sends notice to the registered agent at the registered office about two months before the due date. The LLC remains responsible for payment even if internal mail handling fails.
Keeping the agent, office, and principal-office information current helps prevent missed notices and public-record inconsistencies.
Domestic formation differs from foreign registration
Articles of organization create a new Virginia LLC. An LLC already formed under another jurisdiction’s law generally files a certificate of registration to transact business in Virginia.
Using domestic formation for an existing out-of-state entity can create an unintended second LLC. Existing charter records should be confirmed before selecting the SCC filing.
Current SCC, Virginia Tax, Virginia Code, and IRS materials should be reopened when filing because forms, fees, portals, and tax rules can change.
