How To Start an LLC in Virginia 2024: A Step-By-Step Guide

Vault’s Viewpoint

• After you choose your name and your registered agent, you’ll start the LLC process by registering your Articles of Organization with the State Corporation Commission. 
• It costs $100 to file articles of organization in Virginia, and there may be other applicable fees to consider. 
• Make sure to choose a compliant registered agent who is available to receive important correspondence.

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How to Start an LLC in Virginia

Below, our experts have listed the six steps required to establish an LLC in Virginia. 

Step 1: Choose a Unique Business Name

Business entity names in Virginia must be distinguishable. Being distinguishable, in this case, means that the company name is not similar to another company name in the state. This is because Virginia wants people to be able to properly identify companies based on their names, proactively limiting consumer confusion. 

Business names are typically given on a first-come, first-served basis. You can reserve a business name you are considering registering by filing a form with the State Corporation Commission and paying the fees. 

To ensure that you are choosing a name that is distinguishable from others, our experts recommend performing a name search on the State Corporation Commission’s Clerk’s Information System. 

Virginia notes that a distinguishable name is not the only requirement necessary for your choice to be considered an acceptable name. The name must also have a designator defining the entity type. For a Virginia LLC, this designator is “LLC,” “Limited Company,” “Limited Liability Company,” “LC” or “L.L.C.” 

We also want to note that some words are prohibited by law, and some may be limited if they fall under the category of implying certain business activities, such as the term “bank.” Choosing such words will result in the state denying the registration. 

Step 2: Select a Registered Agent

A registered agent is an individual or entity chosen to receive formal correspondence on behalf of the company. Formal correspondence includes information from the State Corporation Commission, tax correspondence, or lawsuit filings. 

Every Virginia LLC must have a registered agent. This agent cannot be the LLC itself, as the agent has to be a Virginia resident. Instead, the LLC can choose an individual or hire a third-party company as the registered agent. Whoever the registered agent is must be available during business hours to receive correspondence and then must forward that information directly to the members to address the items at hand. 

Beyond the requirements outlined above, the chosen registered agent must meet one of the requirements below: 

• Being a member of the Virginia State Bar,
• Being a member or manager of the LLC,
• Being an officer or director of a corporation that is a member or manager of the LLC,
• Being a general partner or a general or limited partnership that is a member or manager of the LLC,
• Being a trustee of a trust that is a member or manager of the LLC,
• Being a member or manager of an LLC that is a member or manager of the LLC, or;
• Being a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in Virginia. 

The registered agent’s information is required on the Articles of Organization form, so our experts recommend that you know who the designated person or entity is before filing. 

Step 3: File the Articles of Organization

To start the LLC, you will need to file Form LLC1011 with the State Corporation Commission. This form is the Articles of Organization of a Virginia Limited Liability Company and details all required information that the state needs to start the entity. You can complete and file this form online, by mail or in person. 

To file online, you can use the State Corporation Commission’s portal and follow the prompts. Alternatively, you can mail or walk in your forms. We’ve included instructions for you to do so down below.

Mail the completed form to:

State Corporate Commission
P.O. Box 1197
Richmond, VA 23218-1197

Walk the completed form in at:

State Corporate Commission
1300 East Main Street
Tyler Building, 1st Floor
Richmond, VA 23219

It costs $100 to file the form. Candidates are asked to make the check made payable to the “State Corporation Commission.” 

The articles of organization is a one-page form that asks for the LLC’s name, its principal office address and who the registered agent is. As such, you’ll need to provide the address of the registered agent as well. While the Articles of Organization don’t ask for member names, the LLC organizer will need to sign the form to make it official. 

Step 4: Write an Operating Agreement for the LLC

An operating agreement outlines how the company will function on a day-to-day basis. While it is not required, it is highly recommended so that the company can retain its liability protection and not be subject to default general state laws that may make the company liable for additional costs. 

At its core, the operating agreement addresses financial issues and functional assignments. You can tailor it to meet the needs of the LLC members as you grow.

Typically, your operating agreement should include:

• The percentage of members’ ownership interest in the LLC
• How voting rights and responsibilities are defined 
• Powers and duties of members and managers
• How profits and losses should be distributed
• When and where meetings will be held
• The procedures for transferring ownership interest or what happens in the event of a death of a member

Our experts recommend keeping a copy of the operating agreement in a binder with the Articles of Organization. That way, all pertinent company documents are easily accessible as you need them. 

Step 5: Obtain an Employer Identification Number (EIN)

Once you have established the LLC, the next item you’ll want to apply for is your EIN letter from the Internal Revenue Service (IRS). 

The EIN is a nine-digit identifier used by the IRS, banks, and creditors to track financial data. You’ll need the EIN to open a bank account, establish payroll and file for certain city and county permits. Obtaining an EIN is free, and the process can be done online, via fax or by mail. 

To get the EIN, file Form SS-4 with the IRS. Doing this online through the IRS portal allows you to receive an EIN immediately. 

We do want to note that if you fax the form to 855-641-6935, it can take up to four days to process. It can take weeks to process by mail. 

If you decide to file by mail, you can send your SS-4 to:

Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Getting an EIN helps ensure that your business and personal assets are segregated, protecting your personal assets from business liabilities. The next step, opening a business bank account, further solidifies this protection.  

Step 6: Opening a Business Bank Account

Getting a business bank account to track all incoming revenues and outgoing payments is typically the final step in establishing the protocols for liability protection of your personal assets. The business bank account should be exclusively reserved to handle the LLC’s revenues and accounts payable. Our experts recommend never mixing personal assets with business assets; as this could lead to confusion and reduce the liability protection you sought. 

When you go to the bank, it’s recommended that you take your binder with the Articles of Organization and IRS EIN letter. Once you begin, the bank will verify that the business is a legal Virginia business entity and confirm the EIN with the IRS. 

It will then use this information to establish a business bank account in the company’s name. If your business is new, consider choosing a bank account that doesn’t have a minimum account balance. That way, you won’t be spending money on bank fees before your business has a chance to get started.  

How Much Does It Cost to File an LLC in Virginia?

It will cost you $100 to file Articles of Organization in Virginia. If you hire a service to file for you, it may cost an additional fee. Additionally, the annual registration fee for LLCs is $50, which is due on the last day of the month you organized your business. 

Virginia businesses must also pay a 5.3% sales tax on retail goods sold. There may also be local and regional taxes for businesses. We recommend checking with your local tax office to determine what the final costs for your LLC will look like, as pricing is subject to change.