How to Form an LLC
1. Find a Business Name
- Business Search: www.cis.scc.virginia.gov/Account/NameCheckAvailability
Use the State Corporation Commission’s Name Check Availability tool to verify that the name you wish to use for your LLC is available. If no other business is registered under that name, the words “The Name is Available” will appear on the screen.
The name of an LLC in Virginia must contain the words “limited company” or “limited liability company,” or the abbreviation “L.C.,” “LC,” “L.L.C.,” or “LLC.”[3]
2. Select a Registered Agent
Each domestic and foreign LLC must continuously maintain a registered agent in Virginia. The agent must either be an individual resident of the Commonwealth or a corporation or other LLC authorized to do business in Virginia.[4]
3. Register the LLC
There are two options for registering your LLC in Virginia: online or by mail.
Option 1: File Online
Go to cis.scc.virginia.gov to begin the process of filing your LLC online.
You will need to create a CIS account in order to file your articles of organization online.
If you are registering a foreign limited liability company, select “New Foreign Businesses” instead. On the next page, you will be prompted to indicate the specific type of business you would like to form.
Use the search tool to confirm that your desired LLC name is available. On the next page, confirm the general category of your business and the intended duration of your filing.
If you will not be using a registered agent whose information is already on file with the CIS, select “Create Individual RA” to input your agent’s name and contact information.
The remainder of the form will ask you to add information regarding your business’s principal office, the managing structure you will implement, and any supporting documentation you wish to place on file.
Sign the completed form and review the information to make sure it is accurate. Then, add the form to your cart and proceed to checkout. After completing the payment process, your filing will be submitted.
Option 2: File By Mail
Complete the appropriate form and send the document, along with a check or money order for the filing fee, to the State Corporation Commission.
Articles of Organization – Domestic LLC – For in-state entities.
Filing fee: $100 check or money order made payable to the State Corporation Commission.
Mailing address: State Corporation Commission Clerk’s Office, P.O. Box 1197, Richmond, VA 23218-1197
Certificate of Registration – Foreign LLC – For out-of-state entities.
Filing fee: $100 check or money order made payable to the State Corporation Commission.
Mailing address: State Corporation Commission Clerk’s Office, P.O. Box 1197, Richmond, VA 23218-1197
4. Obtain an EIN
- Apply Online: www.irs.gov
- Apply by Fax/Mail: Form SS-4
If an LLC in Virginia will have employees, operate as a corporation, or file employment tax returns, it must obtain an Employer Identification Number (EIN) from the Internal Revenue Service to operate in the Commonwealth.[5]
5. Write an Operating Agreement
Although not required by law, it is highly recommended that a Virginia LLC draft an operating agreement. These agreements provide clarity on the guidelines and structure of a business, and they protect members from personal liability.
Download: PDF, MS Word, OpenDocument
6. Choose a Tax Classification
The following types of tax classification are the most common for LLCs:
- LLC – Under an LLC classification, a partnership or sole proprietorship is considered a “pass-through entity,” and profits are taxed as income for the owners and members.
- S-Corporation – Under an S-corporation, shareholders must pay taxes on all profits and losses of the business, which they receive as income. An LLC must file IRS Form 2553 within 75 days of formation to file as an S-corp.
- C-Corporation – In a C-corp, the business profits and losses are filed as a separate corporate entity. To be recognized as a C-corporation, an LLC must file IRS Form 8832 within 75 days of formation.
7. Pay the Annual Registration Fee
Unlike most states, Virginia does not require LLCs to submit annual reports. However, LLCs are required to pay a $50 annual registration fee to maintain their active status. This fee is due by the last day of the month in which the LLC was originally formed.
For instance, if an LLC was registered on February 15, 2024, its registration fee would be due by February 28 in each subsequent calendar year.[6]