Virginia LLC
For the entrepreneur looking for flexibility and ease of formation and maintenance, the Limited Liability Company in Virginia is a great choice.
$100
Formation fees
$10
Name reservation fees
$50
Annual report fees
Page sponsor
Why we like StartGlobal?
My genuine thoughts
Willy Justin
Founder, Statepedia
StartGlobal: Legal + Taxes + Bookkeeping for solopreneurs
Product
For small businesses, managing taxes, accounting and everything legal is just a pain. Nobody wants to do it, but they have to. Instead of working with CPAs, attorneys and others separately, Start brings all of them under a single subscription. It’s just smooth.
Team
I know the team behind StartGlobal very well. It’s a very hardworking group of individuals who are genuinely passionate about small businesses. They are backed by successful founders like Balaji Srinivasan, Biz Stone(Twitter) and others.
Price
Getting a CPA or attorney is a matter of thousands of dollars. It’s just unfair to pay so much when you’re a small business. Start has a single subscription that covers it all. It is a definite money saver.
$599 one-time
What is an LLC?
Limited Liability Company
LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.
Limited liability
Personal assets are protected for people with limited liability when they are sued.
Corporation
A business entity that can issue shares and give limited liability to shareholders.
Members
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Sole proprietorship
Where an individual engages in business activity without formal organization.
Types of LLC
Depends on the number of members and whether it has elected to change its IRS classification.
Single-member LLC
Has only a single member. IRS considers it as a sole proprietorship for tax purposes.
LLC as C-corp
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Multi-member LLC
Has two members. IRS considers it as a partnership for tax purposes.
LLC as S-corp
A special election for a maximum of 100 US shareholders.
Actions
Here are some possible actions to take in a Virginia LLC. Click below to read in detail:
How to form an LLC in Virginia?
Follow these 7 steps:
1. Name your LLC
Think of a list of names for your business that your customers would find appealing. Show it to your friends and some customers and get their feedback. If you already have a few names in mind, great.
To check if those names are available in the state of Virginia, go to the official entity search tool on the Secretary of State website. It’s free to search.
You can reserve a name with the state, by paying reservation fees. The reserved name will be expired after a specified duration. If you are filing Articles of Organization, you need not reserve a name separately.
Reservation fees
$100
Reservation duration
Instant
Every LLC needs to be identified with a designator. Shall contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC."
Make sure you follow LLC naming guidelines specified by Virginia state as per Code of Virginia §13.1-1012. This includes not using names similar to existing companies, etc.
2. Get a mailing address
If you have an office or factory in Virginia, you can use that as your official company address. Note that this address will be made public. You can even use your home address as your official company address. But that may not give you privacy.
Alternatively, pick a virtual office address. This way, you pay a company for a street address and they handle all your mailing. You can then give this address to the state.
3. Hire a registered agent
Every Virginia LLC requires a registered agent in the state. If you are a resident of Virginia, you can be the registered agent for your LLC. However, your details will be made public and you must be available during all business hours to receive service of process.
Alternatively, there are companies that provide registered agent services for a fee. Pay for their service and you get to keep your privacy and ability to freely move around without worrying about compliance.
4. File Articles of Organization
Once you have a registered agent and an official office address, you can go ahead with filing your Articles of Organization. You can file it online on Virginia State Corporation Commission website.
Filing fees
$100
Processing time
Instant
Address
State Corporation Commission
Clerk's Office
P.O. Box 1197
Richmond, VA 23218-1197
5. Create an Operating Agreement
Operating agreements are not mandatory in Virginia, but it is highly recommended. There are websites where you can customize operating agreements to your needs. Create and get it signed by your LLC members.
6. Get Employer Identification Number (EIN)
EIN is used by IRS to identify business entities. You create an EIN for free at IRS website.
7. Open a business bank account
It is important to separate your business and personal transactions. There are several ways to create business bank accounts. You can definitely open business checking accounts at traditional banks like Chase, Wells Fargo, etc. There are several other modern banking solutions that offer plenty of benefits to entrepreneurs.
Entity name
Every LLC should have a unique name in Virginia. Virginia maintains a list of names of entities in the state. Go through it to check if your chosen name is available.
Search for names
Go to the official website of the Virginia business entity search tool to see if the name you want is available.
Searching fee
Free
Reservation
You can reserve a name for your LLC for a specific duration by paying reservation fees to the Virginia state corporation commission. You will have to file your LLC formation documents within this period to keep the name. Alternatively, you can directly go ahead with the LLC formation without any reservation. That's fine too.
Reservation fee
$10
Reservation period
120 days
LLC naming guidelines
The name you choose for your LLC must the official naming guidelines.
Code of Virginia §13.1-1012
Visit
Here are some of the guidelines in simple language:
- 1
Shall contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC."
- 2
Don’t include terms that indicate that you are doing an activity that you are not authorised to do.
- 3
Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.
- 4
Don’t use words that makes it seems like you are a governmental entity or has an affiliation.
Articles of Organization
In Virginia, Articles of Organization is the form you file with the Secretary of State to form an LLC. It contains the articles of formation for the LLC.
Filing Articles of Organization
There are a couple of ways to file
File it online on Virginia State Corporation Commission website
Visit
Mail a form to the state department
PDF
Address
State Corporation Commission
Clerk's Office
P.O. Box 1197
Richmond, VA 23218-1197
Online fee
$100
Online processing time
Instant
Mailing fee
$100
Mail processing time
7 days
EIN
An Employer Identification Number, also known as Federal Tax Identification Number, is used to identify a business entity.
Who must have an EIN?
Single member LLC elected to be taxed as C-corp or S-corp
Single member LLC with an employee
All multi-member LLC
Registered agent
A registered agent is an agent of your LLC on whom any notice, process or demand may be served. Every LLC in Virginia needs to have a registered agent located in the state.
Requirements
According to Virginia Code § 13.1-1015:
- 1
Registered agent can be an individual or an authorised organisation.
- 2
Registered agent must have a street address where they can personally receive service of process.
- 3
Office of Registered agent cannot be just a mailbox service of a telephone answering service.
Failure to maintain registered agent
If you fail to appoint or maintain a registered agent, the clerk of the Commission becomes an agent of the entity upon whom any such process, notice or demand may be served.
LLC Annual Registration
Every LLC has to file this report in Virginia to stay compliant with the state laws.
Filing Annual Registration
Virginia LLC is expected to file this report annually
File it online on Virginia Corporation Commission website
Visit
Online fee
$50
Failure to pay
Your LLC will be charged a $25 late fee if you miss your filing deadline. The state will also dissolve your LLC after three months not filing your annual registration.
Operating agreement
Operating agreement is an internal business document that outlines the general rules and policies of the LLC.
Importance
It is not a legally mandatory document. However, it is recommended to have one since many courts, banks and financial institutions use it for verification. It is also nice to clearly outline the duties and relations between multiple members of an LLC—so you avoid any confusion in the future.
Format
There is no ‘required’ format for an operating agreement. You can include anything reasonable in it. In general, it has the following sections:
Basic Business information
Contains name, address, names and details of members, purpose
Member relationship
Contains membership interest, decision making process, powers, duties.
Membership transfer
Contains details on how to add or remove members and managers.
Accounting and tax
Contains details on how company records and distributions are maintained.
Dissolution
How to dissolve, wind up and terminate, due process to follow and exceptions.
LLC in Virginia
Similar to limited liability companies, other business entities available in Virginia include:
Virginia Business search
Virginia LLC add member
Virginia LLC remove member
Page sponsorWhy we like StartGlobal?
My genuine thoughts
Willy Justin
Founder, Statepedia
StartGlobal: Legal + Taxes + Bookkeeping for solopreneurs
Product
For small businesses, managing taxes, accounting and everything legal is just a pain. Nobody wants to do it, but they have to. Instead of working with CPAs, attorneys and others separately, Start brings all of them under a single subscription. It’s just smooth.
Team
I know the team behind StartGlobal very well. It’s a very hardworking group of individuals who are genuinely passionate about small businesses. They are backed by successful founders like Balaji Srinivasan, Biz Stone(Twitter) and others.
Price
Getting a CPA or attorney is a matter of thousands of dollars. It’s just unfair to pay so much when you’re a small business. Start has a single subscription that covers it all. It is a definite money saver.
$599 one-time