How to Form a Virginia LLC
Learn how to form an LLC in Virginia in 6 steps. File Articles of Organization with the SCC, pay the $100 state fee, and get your business official. Bizee handles the paperwork for $0 + state fee.
Bizee Editorial Staff
Editorial Team
Virginia LLC at a glance
Filing fee: $100 (one-time formation fee, paid to the Virginia SCC)
Processing time: Online filings through the SCC Clerk's Information System are typically processed within 1–2 business days. Paper filings take longer.
State agency: Virginia State Corporation Commission (SCC)
Annual report due: $50 annual registration fee due each year to the SCC to keep the LLC in good standing
State tax rate: Virginia LLCs are pass-through entities by default. Virginia has a flat individual income tax rate of 5.75% on income passed through to members. No separate state-level LLC franchise tax.
How to form a Virginia LLC in 6 steps
Forming a Virginia LLC takes 6 steps: choose a name that meets SCC naming rules, designate a registered agent with a Virginia street address, file Articles of Organization (Form LLC-1011) with the State Corporation Commission and pay the $100 state fee, get an Employer Identification Number (EIN) from the IRS, and create an operating agreement.
Why form a Virginia LLC
A Virginia LLC gives you personal liability protection, pass-through taxation, and a flexible management structure — without the formality of a corporation. Your personal finances stay separate from business debts and legal claims, which is the core reason most entrepreneurs choose the LLC structure.
Virginia is also a practical choice for businesses that serve the Mid-Atlantic region. The state sits within 745 miles of more than half of all U.S. consumers, and its proximity to Washington D.C. makes it a natural base for government contractors and professional services firms. The $100 formation fee is one of the lower state fees on the East Coast.
Step 1: Choose and check your business name
Your LLC name must be distinguishable from every other business entity already on file with the Virginia SCC. Minor differences — punctuation, spacing, or swapping "LLC" for "L.L.C." — don't count as distinguishable under Virginia law.
The name must also include a required designator: "Limited Liability Company," "Limited Company," "LLC," "L.L.C.," "LC," or "L.C." Check availability through the SCC's business entity search before you file — a name conflict will get your Articles of Organization rejected.
Step 2: Designate a registered agent
Every Virginia LLC must have a registered agent with a physical street address in Virginia — a P.O. box doesn't qualify. The registered agent receives legal notices, service of process, and official state correspondence on behalf of your LLC.
The agent can be an individual Virginia resident who is an officer, manager, or member of the LLC, or a business entity authorized to act as a registered agent in Virginia. You must list the registered agent and registered office address directly on Form LLC-1011 — it's a required field, not an optional add-on.
Step 3: File Articles of Organization with the Virginia SCC
Filing Form LLC-1011 with the Virginia State Corporation Commission is the step that legally creates your LLC. The $100 filing fee applies whether you file online through the SCC's Clerk's Information System (CIS) or submit a paper form by mail to the SCC's Clerk's Office in Richmond.
Online filing through CIS is faster — typically processed within 1–2 business days. Paper filings take longer. The form requires your LLC name, registered agent name and address, and the name and address of each organizer. Once the SCC approves your filing, your LLC is officially formed.
Step 4: Get an EIN from the IRS
An Employer Identification Number (EIN) is a 9-digit federal tax ID issued by the IRS. You'll need one to open a business bank account, hire employees, and file federal taxes. Applying is free and the IRS online application issues your EIN immediately upon approval.
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 location in the United States or a U.S. territory. Most Virginia LLC owners get their EIN the same day they apply.
Step 5: Create an operating agreement
Virginia law doesn't require an LLC to have a written operating agreement, but skipping one is a mistake most multi-member LLCs regret. Without one, disputes over ownership percentages, profit splits, and decision-making authority get resolved by Virginia's default LLC statutes — which may not reflect what the members actually agreed to.
Virginia Code § 13.1-1023 defines an operating agreement broadly — it can be written or oral — but a written agreement is the only version that holds up clearly when members disagree. Cover ownership percentages, how profits and losses are divided, voting rights, and how a member can exit the LLC.
Step 6: Stay compliant after formation
After your LLC is formed, you need to pay a $50 annual registration fee to the Virginia SCC each year to keep your LLC in good standing. This is separate from the one-time $100 formation fee. Missing the annual fee can put your LLC at risk of administrative dissolution by the state.
You'll also need to register with the Virginia Department of Taxation if your LLC collects sales tax or has employees. A tax professional can help you figure out which state tax registrations apply to your specific business.
FAQ
It depends on how you file. Online filings through the SCC's Clerk's Information System are typically processed within 1–2 business days. Paper filings submitted by mail take longer — processing times vary, and mail transit adds additional days. Filing online is the faster path for most entrepreneurs.
The Virginia SCC charges a $100 one-time filing fee to form an LLC by filing Articles of Organization (Form LLC-1011). That fee applies whether you file online or by mail. After formation, you'll owe a $50 annual registration fee each year to keep your LLC in good standing with the SCC.
Yes, but the Virginia state fee still applies. The $100 SCC filing fee is required regardless of how you file. What you can avoid paying is a formation service fee on top of that. We handle all the Virginia LLC formation paperwork for $0 — you only pay the required $100 state fee.
Yes. Every Virginia LLC must designate a registered agent with a physical street address in Virginia. The registered agent receives legal notices and official state correspondence on behalf of your LLC. You must list the registered agent on Form LLC-1011 when you file — it's a required field, not optional.
No, Virginia law doesn't require one. But going without a written operating agreement means your LLC's internal rules default to Virginia's LLC statutes, which may not match what you and your co-owners actually agreed to. For any multi-member LLC, a written operating agreement is worth having before a dispute comes up.
Yes, in most cases. You'll need an Employer Identification Number (EIN) to open a business bank account, hire employees, and file federal taxes. Applying is free through the IRS online application at irs.gov/ein, and most applicants receive their EIN immediately. A single-member LLC with no employees can sometimes use the owner's SSN instead, but an EIN keeps your personal number off business documents.
A few mistakes come up often. Choosing a name that isn't distinguishable from an existing SCC entity gets your filing rejected — check availability before you submit. Not having a registered agent with a Virginia street address is another common issue. Skipping the operating agreement in a multi-member LLC can leave ownership and decision-making rules undefined. And missing the $50 annual registration fee after formation can put your LLC at risk of administrative dissolution.
Virginia LLCs owe a $50 annual registration fee to the State Corporation Commission each year after formation. This is separate from the one-time $100 Articles of Organization filing fee. The annual fee keeps your LLC in good standing with the state. Missing it can result in the SCC administratively dissolving your LLC.
