How to start an LLC in Virginia

A limited liability company keeps your personal assets, like your home and savings, separate from the business's debts and lawsuits. By default it's taxed like a sole proprietorship or partnership, so profits pass through to your personal return, and it has far fewer formalities than a corporation: no board, no required annual meetings and no stock.

In Virginia, you form an LLC by filing the Articles of Organization (Form LLC1011) with the Virginia State Corporation Commission, Office of the Clerk. The state fee is $100, and the LLC files the Annual Registration Fee every year after that.

An LLC fits most small businesses, freelancers and side projects. If you plan to raise venture capital or issue stock to employees, a C corporation in Virginia is usually the better fit.

• a business name, plus two or three backups in case your first choice is taken
• a registered agent with a physical Virginia street address
• the LLC's principal business address and a mailing address
• the names and addresses of the members (owners), and of any managers
• whether the LLC will be member-managed or manager-managed
• a payment method for the $100 in state fees

Your name must be distinguishable from every business already on file with the Virginia State Corporation Commission, Office of the Clerk. Search the state's business records before you settle on one; the Virginia filing office's website is the place to start.

The name also needs an LLC ending. "Limited Liability Company," "LLC" and "L.L.C." are the usual choices, but Virginia sets its own list, so confirm it before you file. Words that suggest a regulated business, such as "Bank," "Insurance" or "University," generally need approval or a license.

Check that the matching domain is free and search the USPTO trademark database so your name won't collide with a registered mark. Our guide to choosing a business name covers the details. If you'll operate under a different brand, you can register a DBA after the LLC is formed (what a DBA is).

Every Virginia LLC must name a registered agent: a person or company with a physical street address in Virginia that accepts lawsuits and official state mail for the LLC during business hours. A P.O. box doesn't qualify.

You can serve as your own agent if you have a Virginia street address and are reliably there during business hours. Many owners use a commercial agent instead, which keeps a home address off the public record and makes sure nothing time-sensitive is missed. EZ Entity Setup can serve as your registered agent, and it's included with the Advanced and Premium plans.

Submit the Articles of Organization (Form LLC1011) to the Virginia State Corporation Commission, Office of the Clerk. The state filing fee is $100. Virginia LLCs do not file an annual report; they pay a $50 annual registration fee. A $25 penalty applies if it is paid late.

The filing generally lists the LLC's name, its registered agent and address, its principal address, and whether members or managers run it. Once Virginia approves it, your LLC legally exists. Keep the approved copy with your records; banks ask for it.

An operating agreement is the LLC's internal contract. It sets who owns what, how decisions get made, how profits are split and what happens if a member leaves or dies. It isn't filed with Virginia, but it's worth having even for a single-member LLC: it supports your liability protection and banks often ask for it.

A good agreement covers ownership percentages and capital contributions, voting and management, how profits and losses are allocated and distributed, and how a member can join, leave or sell. Our article on LLC operating agreements walks through each clause.

An Employer Identification Number is your LLC's federal tax ID. You need one to open a business bank account, hire employees and, for multi-member LLCs, file the partnership return. The IRS issues it for free, and an online application gets you the number right away. Read what an EIN is and how to get one.

Depending on what you sell and whether you hire, you may need to:

• register for sales tax if you sell taxable goods or services (see our sales tax license guide)
• register for state payroll withholding and unemployment insurance before your first payroll
• get city or county business licenses, plus any professional or industry licenses your work requires
• open a business bank account so the LLC's money stays separate from yours (how to open one)

Our checklist for your first 30 days after forming an LLC puts these in order.

By default, the IRS treats a single-member LLC as a "disregarded entity," so profit is reported on your personal return, and a multi-member LLC as a partnership, which files Form 1065 and issues each member a Schedule K-1. Either way, active owners pay self-employment tax on their share of profit.

What to know about Virginia:

• Pass-through entities, including LLCs taxed as partnerships, file Virginia Form 502, or Form 502PTET if they elect the pass-through entity tax.

An LLC can also elect to be taxed as an S corporation, which can lower self-employment tax once profits are high enough. See the Virginia S corporation guide and our article on when an S corp election makes sense.

Virginia requires the Annual Registration Fee every year.

• When it's due: By the last day of the month the LLC was formed, each year after the year of formation.
• State fee: $50

Also keep a registered agent on file, keep business money in its own account, and update the state when your address, agent or managers change. Missing a report or fee can lead Virginia to dissolve the LLC, which puts your liability protection at risk. Our guide to annual reports and franchise taxes explains the deadlines, and Worry-free compliance files the reports for you.

State fees change from time to time. When you order through EZ Entity Setup, you see the exact state fee before you pay. For a state-by-state breakdown, read how much it costs to start an LLC.