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How to File an LLC in Virginia

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Welcome to Virginia Sign
Kevin McGrath
Written byKevin McGrath
Catherine Cohen
Edited byCatherine Cohen
Updated May 15, 2023

Virginia is a thriving state for small businesses and entrepreneurs.

If you’re hoping to start a new business in Virginia, one of the initial steps is determining the type of business structure that aligns best with your goals and where to file for it. 

Many entrepreneurs opt to file for a Limited Liability Company (LLC) due to its flexibility and the protection it offers personal assets. However, an LLC is not the only option available. 

Key Takeaways:

  • Virginia has a robust small business community, with over 795,000 small businesses operating in the state.

  • Forming an LLC in Virginia involves choosing a business name, designating a registered agent, and outlining the purpose and structure of the LLC in the formation documents.

  • In Virginia, you can reserve your LLC name for 120 days before filing the Articles of Organization.

When it comes to filing for an LLC in Virginia, it’s crucial to research the specific laws and regulations of the state. Virginia has its unique requirements that you must meet for LLC filing and maintaining compliance. After filing, you will also be responsible for completing each requirement, or you will open up your business and personal assets to potential legal troubles.

According to the Small Business Administration, Virginia has a robust small business community, with over 795,000 small businesses operating in the state.[1] This makes Virginia an attractive location for entrepreneurs looking to form an LLC. The state also offers many small business owners a wide range of resources and support.

If you want to file an LLC in the state of Virginia, this step-by-step guide has you covered. We will dive into the process and answer frequently asked questions. Keep reading to learn more about what an LLC is and the steps you’ll need to follow to help ensure compliance and success for your small business in Virginia.

What Is an LLC Formation?

LLC formation in Virginia refers to legally establishing a limited liability company in the state. An LLC is a business structure that offers personal liability protection to its owners, also known as members. Members’ personal assets, such as their homes or vehicles, are typically protected from the LLC’s debts and obligations.

To form an LLC in Virginia, entrepreneurs must file all necessary paperwork with the Virginia State Corporation Commission and pay a filing fee. This process typically involves choosing a business name, designating a registered agent, and outlining the purpose and structure of the LLC in the formation documents.

Annual filings are also required to maintain the LLC’s good standing with the state of Virginia, including paying a yearly fee.

Step-by-Step Guide to Starting Your Virginia LLC

Are you looking to start a business in Virginia, the state for lovers? While the nickname may conjure up images of romance, Virginia is also a prime location for entrepreneurs and small business owners to establish their LLCs. As you begin forming your business, it’s essential to understand the steps required by the state of Virginia. 

Step 1: Choose a Business Name for Your LLC

When choosing a business name for your Virginia LLC, it’s essential to remember that it must be unique and not too similar to any existing business name in the state. You can search for existing business names on the Virginia State Corporation Commission’s website or our Free Business Name Search. Your business name should also reflect the nature of your business and be easy to remember.

Here are a few guidelines to keep in mind when choosing a business name for your Virginia LLC:

  • Your business name must include the words “Limited Liability Company” or the abbreviation “LLC.”

  • Your business name cannot have words that suggest it is a corporation, such as “Incorporated” or “Corp.”

  • Your business name cannot include misleading words or imply that it is a government agency.

How to Reserve Your Name

In Virginia, you can reserve your LLC name for 120 days before filing the Articles of Organization. This allows you to secure your desired name while you prepare the necessary paperwork. To reserve your LLC name, you must file an Application for Reservation or Renewal of Reservation of a Business Entity Name with the Virginia State Corporation Commission.[2] 

The filing fee is $10; the form can be submitted online or by mail. Once your name is reserved, another entity can’t use it during the reservation period. Remember that a name reservation does not guarantee the approval of your LLC filing, but it can help prevent the name from being taken by another business.

Registering Your Domain for Your Virginia LLC

Once you’ve chosen your business name, you’ll also want to secure your domain name. Your domain name is your website address, and it’s how your customers will find you online. You can register your domain through a domain registrar like GoDaddy or Namecheap. Be sure to choose a domain name that’s the same or closely related to your business name to help brand recognition.

Trademarking Your Name

While not required, trademarking your business name can provide additional protection for your brand. A trademark prevents other businesses from using a similar name or logo, which may confuse customers. You can apply for a trademark through the United States Patent and Trademark Office.[3]

Woman riding in a horse-drawn carriage in old-time Williamsburg

Step 2: Fill Out Virginia Articles of Organization

After you have chosen the perfect name for your new LLC, you must fill out the Articles of Organization. Here is a list of information that you must include on the form:

  • The name of your LLC

  • The address of your LLC’s principal office in Virginia

  • The name and address of your LLC’s registered agent

  • Whether your LLC is member-managed or manager-managed

  • The name and address of each organizer of the LLC

  • A statement of the LLC’s purpose

  • The effective date of your LLC’s formation

You can access the Articles of Organization on the Virginia State Corporation Commission’s website.[4] Once you have completed the form, you can submit it by mail or online. The filing fee for the Articles of Organization is $100. Review the document carefully before submitting it to ensure you’ve included all required information.

Step 3: Hire a Virginia Registered Agent

If you are starting an LLC in Virginia, you must have a registered agent who can receive legal documents for your business. This registered agent can be an individual who is a resident of Virginia or a company that is authorized to do business in the state.

You may choose to serve as your own registered agent, but it’s important to note that this can be a time-consuming and potentially risky task. By designating a professional registered agent, you can ensure that you receive critical legal notices and stay compliant with state requirements.

At Swyft Filings, we offer a registered agent service that can help simplify this process. Our service includes a digital dashboard where you can easily access important documents, and our team is available 24/7 to answer any questions or concerns. 

Step 4: Create an LLC Operating Agreement

An LLC operating agreement is a legal document outlining your Virginia LLC’s ownership and operating procedures. While the state of Virginia does not require it, having one is highly recommended to protect your business interests and ensure smooth operations.

Your LLC operating agreement should include essential details such as ownership percentages, voting rights, profit and loss distribution, member roles and responsibilities, and procedures for adding or removing members.

While you can create your own operating agreement, it’s recommended to have a legal professional review it to ensure it’s compliant with Virginia state laws.

At Swyft Filings, we offer customizable LLC operating agreement templates to help you create a personalized agreement that meets your business needs. 

Step 5: File for an Employer Identification Number and Business Licenses

When starting an LLC in Virginia, you must obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS).[5] An EIN is a social security number for your business and is necessary for tax purposes. You can apply for an EIN through the IRS website or by mail.

In addition to an EIN, you may also need to obtain business licenses and permits to operate your Virginia LLC legally. The specific licenses and permits you need will depend on your industry and location. For example, you may need a sales tax permit to sell goods or services. You may need a food service permit to operate a restaurant.

Before starting your business, you must have all the necessary licenses and permits to avoid legal issues. You can check with the Virginia Department of Business Assistance or the Virginia Business One Stop website to find out what licenses and permits you need.[6]

Authentic cheese shop in Williamsburg

Let Us Handle Your LLC Paperwork

Looking to start a business in Virginia but feeling overwhelmed by all the paperwork? Look no further than Swyft Filings to help you with your LLC paperwork needs. Our team of experts can assist you with everything from filing your Articles of Organization to creating your first Operating Agreement. 

With Swyft Filings, you can rest easy knowing that your paperwork is handled efficiently and accurately, giving you more time to focus on building your business in Virginia. Plus, with our easy-to-use online platform and 24/7 customer support, you can always stay up-to-date on the status of your filings and get the help you need when you need it. 

FAQs:

How much does setting up an LLC in Virginia cost?

To set up an LLC in Virginia, you can expect to pay the following fees:

  1. Filing fee for the Articles of Organization: $100

  2. Annual registration fee: $50

  3. Business license fee: varies by city/county, typically ranges from $30 to $200

  4. Professional advice or services: costs may vary

  5. Registered agent service fees: optional but recommended; prices depend on the provider

  6. Operating Agreement drafting: optional but recommended; prices depend on the provider

While these fees provide a general idea of the costs involved, consulting with experienced professionals is crucial to understand all the expenses associated with starting your Virginia LLC. The experts at Swyft Filings are ready to answer any questions and guide you through the process.

How is an LLC taxed in Virginia?

LLCs in Virginia have a pass-through tax structure, meaning the LLC itself is not taxed. Instead, the profits and losses of the LLC pass through to the individual members, who report this on their personal tax returns. Additionally, Virginia requires LLCs to pay a yearly fee called the annual registration fee, which is based on the LLC’s total Virginia-sourced income. The Virginia Department of Taxation provides more information on state tax requirements for LLCs in Virginia.[7] It’s always a good idea to consult a tax professional to ensure compliance with all tax laws and regulations.

What are the benefits of a Virginia LLC?

Virginia LLCs offer a range of benefits to business owners looking to establish themselves in the state. Some of the advantages of forming a Virginia LLC include:

  • Limited Liability Protection: LLCs protect personal assets, meaning members’ personal assets get shielded from business debts and liabilities.

  • Pass-Through Taxation: LLCs are pass-through entities, meaning that profits and losses flow through to individual members’ personal tax returns, avoiding double taxation.

  • Flexible Business Structure: LLCs are highly flexible and allow for various management structures, making them a popular choice for small business owners.

  • Business Name Protection: Registering a business name with the Virginia Secretary of State provides legal protection, preventing others in the state from using a similar name.

By forming a Virginia LLC, business owners can take advantage of these benefits and establish a solid foundation for their business in the state.

How do you dissolve an LLC in Virginia?

To dissolve an LLC in Virginia, you must file Articles of Cancellation with the State Corporation Commission. The form must include:

  • The LLC’s name

  • The date of dissolution

  • A statement that the LLC’s debts and obligations have been satisfied or that the LLC has made adequate provisions to meet them

There is a $25 filing fee to submit the form. It’s also essential to ensure you handle any necessary tax filings and pay any final taxes owed. Additionally, notifying creditors and closing open business accounts should be addressed during the dissolution process.

Bibliography:

  1. U.S. Small Business Administration. “Small Business Economic Profile: Virginia, linked to content.” Accessed May 12, 2023. https://advocacy.sba.gov/wp-content/uploads/2022/08/Small-Business-Economic-Profile-VA.pdf 

  2. State Corporation Commission. “Articles of Organization.” Accessed March 26, 2023. https://scc.virginia.gov/getattachment/c7fff181-6c0e-4115-aca2-6dbd05129c7f/scc631.pdf

  3. United States Patent and Trademark Office. “Homepage, linked to content.” Accessed March 26, 2023. https://www.uspto.gov/

  4. State Corporation Commission. “Operating Agreement.” Accessed March 26, 2023. https://www.scc.virginia.gov/getattachment/6dffd2b0-e9b1-461e-af61-eb1ea11db866/llc1011.pdf

  5. Internal Revenue Service. “Apply for an Employer Identification Number (EIN) Online, linked to content.” Accessed March 26, 2023. https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online

  6. Virginia Business One Stop. “Homepage, linked to content.” Accessed March 26, 2023. https://bos.sbsd.virginia.gov/

  7. Virginia Department of Taxation. “Pass-Through Entities, linked to content.” Accessed March 26, 2023. https://www.tax.virginia.gov/pass-through-entities

Originally published on December 20, 2022, and last edited on May 15, 2023.

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