Learn the steps to form an LLC in Virginia – from choosing your name to filing your Articles of Organization. $1 + $100 state fee. Start today.
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Filing fee: $100 (Articles of Organization, Form LLC-1011) — online or by mail
Processing time: 1-5 business days online; about 2 weeks by mail. Online-only expedite: $100 next-day, $200 same-day
State agency: Virginia State Corporation Commission — not a Secretary of State (Clerk’s Information System at cis.scc.virginia.gov)
Annual registration fee due: Last day of your anniversary month each year — a flat $50 payment, no report to fill out. Unpaid about 3 months past due, the LLC is automatically cancelled.
State tax rate: Graduated 2-5.75% income tax on pass-through income (the top rate starts at just $17,000) and 5.3% sales tax in most of the state (6-7% in some regions); no franchise tax
Start your U.S. business journey today. Form your company with confidence and let Brio handle the paperwork.
Forming an LLC in Virginia takes 5 steps: choose and check your business name, appoint a Registered Agent who meets Virginia’s unusually strict eligibility rules, file Articles of Organization (Form LLC-1011) online or by mail, draft an operating agreement, and get an Employer Identification Number (EIN) from the IRS. The state filing fee is $100.
If your business operates in Virginia, a Virginia LLC gives you personal liability protection and pass-through taxation without the corporate formalities of a corporation — and the ongoing state obligation could hardly be simpler: a flat $50 annual registration fee with no report to complete, no franchise tax, and no entity-level tax. Profitable owners can also elect Virginia’s pass-through entity tax to restore the federal deductibility of their 5.75% state tax.
Two Virginia particulars to get right from day one: business filings go to the State Corporation Commission — Virginia has no Secretary of State for this, which confuses people following generic guides — and the registered agent rules are among the strictest in the country: an individual agent must be either a member or manager of the LLC (or hold a similar role in an entity that is one) or a member of the Virginia State Bar. A random friend or out-of-state individual can’t serve; the practical alternative is a professional registered agent company.
Unlike some states, Virginia doesn’t require you to reserve your name before filing — you simply claim it when you file your Articles of Organization. If you’re not ready to file yet, you can reserve a name for just $10, which holds it for 120 days and is renewable.
Your LLC name must be distinguishable from every entity on the State Corporation Commission’s records and must include a designator like “Limited Liability Company,” “Limited Company,” “LLC,” “L.L.C.,” “LC,” or “L.C.” It can’t contain words implying a different entity type, like “Corp.” or “Inc.” Check the Clerk’s Information System name search before you file to avoid a rejection.
Every Virginia LLC must have a registered agent with a registered office at a Virginia street address (P.O. boxes are rejected in nearly all localities) — but Virginia goes further than most states on who may serve. An individual agent must be a Virginia resident who is either a member or manager of the LLC (or an officer, director, or similar of an entity that is one), or a member of the Virginia State Bar.
In practice that leaves three options: serve as your own agent if you’re a Virginia-resident member or manager, hire a Virginia attorney, or — what most out-of-state owners do — use a professional registered agent company authorized to do business in Virginia. A professional service also keeps your personal address off public records and ensures someone is always available to receive documents.
The Articles of Organization (Form LLC-1011) is the document that legally creates your Virginia LLC. You file it with the State Corporation Commission through the Clerk’s Information System at cis.scc.virginia.gov, or by mail. The fee is $100 either way; online filings process in 1-5 business days while mail takes about two weeks. Expedited service — $100 for next-day or $200 for same-day — is available only for online filings, so mailing a paper form forecloses any rush option.
The Articles must include your LLC’s name, your registered agent’s name, qualification (member/manager, Bar member, or authorized company), and Virginia registered office address, and the principal office address. One process note: expedite fees are nonrefundable, and a rejected filing needs a fresh fee to expedite the resubmission — so double-check the agent eligibility and name availability before paying for speed.
Virginia doesn’t require you to file an operating agreement with the state, but you should have one. It’s the internal document that defines how your LLC is managed — who owns what, how profits are distributed, and how decisions get made. Without one, Virginia’s default LLC statutes fill in the gaps, which may not reflect what you actually want.
Your operating agreement should specify whether the LLC is member-managed or manager-managed. In a member-managed LLC, all owners share day-to-day authority. In a manager-managed LLC, a designated manager handles operations while other members retain economic rights. A written agreement is the version that holds up when disputes arise.
An Employer Identification Number (EIN) is a 9-digit federal tax ID issued by the IRS. Your Virginia LLC needs one to open a business bank account, hire employees, and file federal taxes. Applying online at irs.gov is free and issues your EIN immediately after you complete the application.
To use the IRS online application, the responsible party must have a valid Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN), and the business must have its principal place of business in the United States. The IRS does not charge a fee for issuing an EIN.
Virginia’s annual obligation is a payment, not a paperwork exercise: a flat $50 annual registration fee due by the last day of your LLC’s anniversary month, paid online through the Clerk’s Information System — there’s no report to fill out and nothing to disclose. Pay late and a $25 penalty is added; stay unpaid roughly three months past the deadline and the LLC is automatically cancelled. Reinstatement is available for five years at $100 plus all back fees and penalties.
Virginia has no general state business license, but most cities and counties levy the BPOL tax — a local business license based on gross receipts, with rates and thresholds set by each locality (many charge a small flat fee below roughly $400,000-$500,000 in receipts). Registration with your locality is usually required even below the tax threshold. Sales tax runs 5.3% in most of the state, 6% in Northern Virginia, Hampton Roads, and the Richmond area, and up to 7% around Williamsburg; registering to collect it with Virginia Tax is free.
The required Virginia state fee is $100 to file the Articles of Organization with the State Corporation Commission. The annual registration fee is a flat $50 each year, and name reservation is optional at just $10. Expedited processing adds $100 (next-day) or $200 (same-day) for online filings. There’s no additional state fee to get your EIN; the IRS issues EINs for free.
Yes. Virginia allows a single person to form and own an LLC – this is called a single-member LLC. You can complete Form LLC-1011 yourself through the Clerk’s Information System without an attorney. As the LLC’s member you also qualify to serve as its registered agent if you’re a Virginia resident — one of the few ways an individual can fill that role under Virginia’s strict rules.
No. Virginia charges a $100 Articles of Organization fee – that’s a required state fee you can’t avoid, though the flat $50-a-year registration after it keeps ongoing costs modest. What you can avoid is paying extra for formation help. We handle your Virginia LLC filing for $1; you only pay the required state fees.
Not a report – a fee. Virginia LLCs simply pay a flat $50 annual registration fee by the last day of their anniversary month; there’s no form to complete and nothing to disclose. Don’t let the simplicity lull you: pay late and $25 is added, and about three months past the deadline the LLC is automatically cancelled. Reinstatement within five years costs $100 plus every missed $50 fee and $25 penalty — so a standing reminder for your anniversary month is worth setting.
Yes – and Virginia’s rules are stricter than almost anywhere: your registered agent must have a Virginia street address, and an individual agent must be either a member or manager of the LLC (or hold a similar role in an entity that is one) or a member of the Virginia State Bar. A friend or out-of-state relative can’t serve. The alternative is a business entity authorized in Virginia — which is why most owners use a professional registered agent service.
The mistakes that come up most often are naming an ineligible registered agent — Virginia rejects individual agents who aren’t members, managers, or State Bar attorneys — and missing the annual $50 payment because no report or form ever prompts it, leading to automatic cancellation three months later. Filers also hunt for a “Virginia Secretary of State” that doesn’t handle business filings (it’s the State Corporation Commission), mail paper forms when only online filings can be expedited, use a P.O. box for the registered office, and skip their city or county BPOL registration because there’s no state license to remind them.
Online filings through the Clerk’s Information System process in 1-5 business days, typically 2-3. Mail filings take about two weeks plus transit and can’t be expedited. If you’re in a hurry, file online and add expedited service: $100 for next-business-day processing (submit by 2 p.m.) or $200 for same-day (submit by 10 a.m.).
Thinking about another state? Compare Wyoming, Delaware, Texas and Florida — or browse all 50 state guides.
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