How to Form an LLC in Virginia: Easy Tips and Steps to Take

If you decide to form an LLC in Virginia you will need to be aware of the rules and requirements the Secretary of State has in place to form and keep your business in good standing. To do this, there will be a set list of operations you can follow to make sure you are not forgetting any steps and are completing these required tasks in the correct order. These tasks that you will need to complete will include:

1. Choosing a business name - Your business name will need to be unique and distinguishable enough from other active businesses in the state, and include a designator such as "LLC" or "Limited Liability Company".

2. Appoint a registered agent - A registered agent will be responsible for receiving any service of process or important notices that are sent to your business by the Secretary of State. Anyone can be your registered agent as long as they meet the requirements that are set by the state.

3. Submit your Articles of Organization - This will be the form that officially creates your new LLC and will include all relevant information such as your business information, registered agent information, and ownership information.

4. Draft an operating agreement - An operating agreement will be a document that outlines the roles and responsibilities of business owners as well as processes for how your LLC will handle certain situations or activities.

5. Obtain an EIN - EINs will be issued to your business by the IRS and will act as a social security number for your LLC. These are required for filing taxes, hiring employees, and opening a business bank account.

6. Maintain ongoing good standing - After formation LLCs are required to renew their business registration each year by submitting an annual registration fee, as well as registering for certain business licenses if your industry requires this.

This guide will cover the guidelines for registering a new LLC in Virginia and give new business owners tips to ensure this is done properly. You can either choose to do this on your own or you can hire a service like Firstep to complete this whole process for you. If you do choose to handle this on your own, this guide will give a step by step walkthrough on how to form an LLC in Virginia.

Step 1. Choosing a Business Name

The first step of forming a new LLC will be to choose a name for your new business. Your business name is a key aspect of the formation of your business as this will be the first thing potential customers see when they interact with your business. It’s useful to choose a name that relates to the products or services you are offering as this helps customers recognize your name and they will be more likely to become repeat customers if they remember you easily. You can use the name availability search on Virginia's business site as you brainstorm names to make sure the name you want is not currently in use.

When you are going through the process of choosing a name, Virginia law requires you to include a designator in your official business name such as “LLC” or “limited company.” The chosen name must also be distinguishable from other business entities registered in Virginia. If you plan to operate your LLC under a different name than its legal name, you must register an assumed or fictitious name (DBA) with the state. Virginia does not hold business names for any reason, so if a business has gone inactive then that name will be available to you. Regardless of what you choose, be sure to enter it exactly how you would like it to appear on the name available checker to make sure there are no conflicting names and that it will be approved when you go to officially form your LLC in Virginia.

Step 2: Appoint a Registered Agent

Every LLC that is formed in Virginia will be required to have an active registered agent for their business. A registered agent will be responsible for receiving any service of process or important notices that are sent to your business by the Secretary of State. This position can be held by anyone you choose, but they will have a list of rules they will need to meet to be considered active and keep your LLC in good standing. These requirements include:

• Be at least 18 years old

• Have an active and current physical address in the state of Virginia

• Be available at this address during regular business hours (Monday-Friday 9am-5pm)

You can choose to act as your own registered agent, appoint a trusted friend or family member, or you can hire a registered agent service like Firstep to do this for you. It's important to be aware that your registered agent's address will be listed on your Articles of Organizations, which is public information. To avoid this, using a friend, family member, or hiring a service allows you to get around this as they will have to list their address on your formation documents. This can also be helpful if you are a mobile business owner or you have multiple locations to be at each day, as this can make it difficult to be at your listed address during the regular business hours as required.

Step 3: Submit Your Articles of Organization

Now that you have chosen a business name that is available and have appointed a registered agent for your LLC, you are ready to officially form your LLC in Virginia by submitting your Articles of Organization. This will be done by first going to the Virginia business website and choosing the online services tab. You will then select to form or register a business. You will need to go through the steps in this form which will include having to:

• Choose whether you're forming a Virginia or foreign LLC

• Select Limited Liability Company from the drop down menu and choose Articles of Organization

• Enter your LLC name exactly how you would like it to appear on your formation documents including a designator and check the availability

• Enter an email address and contact number

• Choose a business type (typically will be general) and duration (typically will be perpetual)

• Submit your registered agent information including the first name, last name, and address information

• Principal office address information

• Choose whether your LLC will be member managed or manager managed

• Attach any supporting documents

• Enter the signature, title, and name of the person authorized to sign the Articles of Organization

• Review all information you entered so far and make sure it is all correct and there are no typos

• Pay the online filing fee of $100

The approval process for forming a Virginia LLC will be instant, and to download your documents you will need to use the entity search tool to search your business and click on filing history. From here you will be able to download your Articles of Organization. You will be able to complete the process of submitting your Articles of Organization on your own or you can have a service like Firstep do this for you, and send you the certified documents after formation.

Step 4: Draft an Operating Agreement

Now that your Virginia LLC has been officially formed with the Secretary of State, a commonly suggested next step will be to draft an operating agreement. The operating agreement will detail the roles and responsibilities of the owners of the LLC, as well as the ownership percentages, voting rights, and processes for decision making. This document will also outline how the members will contribute to the business and determine what the management structure will be. Although Virginia does not require LLCs to have an operating agreement legally, these are very helpful for new businesses to detail their processes in writing so there are less disputes between the members of the LLC.

Since operating agreements are not legally required, you do not have to file them with the Secretary of State. Once drafting you should save this document along with your formation documents as this will provide you with a written set of guidelines your business will adhere to.

Step 5: Obtain an EIN

With your new LLC formed with the Virginia Secretary of State and operating agreement drafted, your next step will be to obtain an EIN for your business. An EIN, or employer identification number, will be issued to you by the IRS and will act as a social security number for your business. This number will be required to ensure you are able to complete certain tasks for your LLC such as filing taxes, hiring employees, and opening a business bank account. EINs will only be issued to each business one time, so it's important to save the certification and EIN number you are issued to avoid having to retrieve this number which can be a long process.

When you fill out the application for an EIN you will need to ensure you are entering all information in exactly as it appears on your Articles of Organization so it will be approved and issued to the correct business. You can choose to either obtain this number on your own or you can hire a service like Firstep to complete this process for you.

If you have already gotten an EIN before for your business and forgotten the number or lost the documentation for it, you can still retrieve your number from the IRS. Since businesses are only issued one EIN and they don't expire, the IRS will resend your documents to you if you are able to prove you are an authorized member of the business. This will require you to submit specific forms and typically this process will be lengthy. The IRS does not have a set processing time, so it can vary from a few weeks to a few months depending on how busy the IRS is at the time. Just like the process for obtaining a new EIN, you can choose to do this on your own or you can hire a service like Firstep complete this process for you and deal with all the IRS correspondence.

Step 6: Maintain Ongoing Good Standing

Once you have formed your new LLC in Virginia and collected all the required documents to legally and efficiently conduct business, the most important thing you will do going forward for your LLC will be to keep it in good standing with the Secretary of State. Unlike many other states, Virginia does not require LLCs to file an annual report, but you must pay a $50 annual registration fee to the State Corporation Commission to maintain good standing. This annual registration fee is due by the last day of the month in which your LLC was formed. While there is no statewide general business license in Virginia, depending on your LLC's location and the nature of your business activities, you may need to obtain local business licenses or permits to operate legally.

Annual Registration Fee

All LLCs that are formed in Virginia will be required to submit annual registration fees each year to renew their business registration. The annual registration fee will be $50 for LLCs and these can be submitted through the Virginia Secretary of State website.

Business Licenses

Depending on the industry your business is in, you may be required to register for certain business licenses at your local level government. Business license requirements can vary depending on your LLC's primary place of business, so it's important to check with your local jurisdiction's office or website to ensure compliance. These licenses are typically required for specialized professional services to stay in good standing, and these types of businesses will usually be healthcare, construction, law, insurance, and other similar services. If you are a licensed professional, such as a doctor, lawyer, or accountant, you may need to form a professional LLC (PLLC) to provide professional services. Professional service providers must also meet specific licensing requirements as mandated by the state and relevant licensing boards.

FAQs on Virginia LLCs

Where do I go to form an LLC in Virginia and maintain my LLCs good standing

To submit your Articles of Organization and officially form your new LLC in Virginia you will need to go to the Virginia Secretary of State website and choose to register a new business, fill out the required information, and pay the fee of $100. Once your LLC has been formed, you will need to submit your annual registration fee each year to maintain the good standing. This is done from the same website and will cost $50.

Can I form an LLC in Virginia if I don't live in the state

Yes, you can still form an LLC in Virginia even if you don't live in the state. You will need to make sure you have a registered agent, either a friend, family member, or registered agent service that has an active physical street address in Virginia.

Am I legally required to have an operating agreement for my Virginia LLC

No, there are no legal requirements for LLCs to have an operating agreement in the state of Virginia. These are mainly internal documents and will not need to be filed with any state or government agency.

When are annual registration fees due for LLCs in Virginia

The annual registration fee for your Virginia LLC will be due on the last day of the month of the original filing date. For example, if you formed your business on July 12th, your annual registration fee will be due by July 31st. This will be a fee of $50 you will need to pay each year.

What if I don't have a person to appoint as my registered agent who lives in Virginia

If you are unable to appoint someone as your registered agent who meets the requirements that are set by the state, you are still able to form an LLC in Virginia. However, to get your Articles of Organization approved you will need to hire a registered agent service like Firstep as this service will be able to provide your business with a current and active physical address in the state of Virginia.