The Limited Liability Company (LLC) is a popular business entity choice structure for many businesses starting in Virginia. The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in Virginia without an attorney.

Unlike a sole proprietorship or partnership where the small business owner can be personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.

Related: How Does an LLC Protect You?

Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.

Forming an LLC in Virginia is fairly straightforward, but it’s nice to have some support in case you have questions or get stuck.  IncFile and Inc Authority provide LLC formation guidance for only the cost of the state fees!

Related: Should you use a Formation Service, Hire an Attorney or Do it Yourself?

To form a Limited Liability Company in Virginia, file the Articles of Organization with the Virginia State Corporation Commission.  The LLC filing fee is $100.

Approval for the LLC is typically less than two weeks when filing by mail and filing online through the eFile Express approval is immediate.

 

HOW TO FILE THE ARTICLES OF ORGANIZATION AND FORM A VIRGINIA LLC

The steps for filing online or by mail are largely the same.  The screenshots show how to file online with the eFile Express system as the filing is instant.

 

Step 1: Entity Name

Enter the name you want for the LLC.  The name of the LLC also has to differ from other entity names registered with the State Corporation Commission.  You can also check on available LLC names in Virginia before going through the filing process to be sure the one you want is available.

The name of the LLC must also include a designator at the end of the business name.  A designator describes what type of business entity it is. Available designators include:

  • Limited Liability Company
  • Limited Company
  • L.L.C.
  • LLC
  • L.C.
  • LC

A comma may be used after the business name and before the designator.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

Before settling on a name, you may want to do a domain name search to try and match your business name and website address.

Enter the name along with the designator you would like to use and click on “Check Name”  If the name is distinguishable a message will show up saying “Proposed Entity Name is distinguishable”.  If the name you select is not distinguishable, the message will say “Name is not distinguishable from another entity in the Commission records” and a new name will need to be selected.

Register an LLC Name in Virginia

Step 2: Registered Agent

A Registered Agent in Virginia must be identified before forming an LLC.  The Registered Agent can either be a resident of Virginia (Select “an individual who is a resident of Virginia” button) or a business or Registered Agent service (Select “a corporation or limited liability company that is authorized or registered to transact business in Virginia” button).  The agent must have a physical address in the state (PO Boxes are not allowed) and act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC.

Even though the business owner can be the registered agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home.

Virginia LLC Registered Agent

Step 3: Principal Address

In this section, enter the street address, city, state and zip code of the initial principal office.  This address can be the physical address of the LLC or it can be the address where the business records are stored.  You may not use a PO Box for the designated office.

VA LLC Principal Office

 

Step 4: Signature

Have an individual forming the LLC to accept the terms and conditions and sign.  Click the “Document Preview” button to review the document.

Step 5: Review

Review that all the information is correct.  If there are no corrections, click “Pay and File”

Step 6: Pay and File

Pay and file the Articles of Organization.

If filing online, the LLC will be approved immediately.

Tasks After Forming Your LLC

Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.

Prepare an Operating Agreement

The operating agreement is a document that governs the framework of an LLC.  This document covers items like ownership rights, member responsibilities, how profits and losses are distributed and more.

Most states do not require an LLC to have an operating agreement but it is still worth considering. Without an operating agreement:

  • The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit
  • Member’s personal liability protection may be diminished
  • Members may not have a full understanding of their roles and responsibilities which could lead to costly disputes in the future

Related: Virginia operating agreement template

Obtain an EIN

The EIN or Employer Identification Number is a unique 9-digit number for a business. Similar to a social security number for an individual, the EIN identifies business entities for tax purposes.  

The EIN will be needed in order to open a bank account, register for business licenses and permits, file tax returns, pay payroll taxes and more. 

Related: How to Apply for an EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account such as:

  • A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original formation paperwork from the state showing the creation of the LLC.
  • Driver’s licenses of the members.
  • Depending on the age of the LLC, a Virginia Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.

Related: How to Open a Business Bank Account for your LLC 

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be a variety of business licenses and permits to register for before starting. Some common registrations include:

  • Business License – Some cities require businesses to obtain licensing before they can start. In some cases, even home-based businesses must have licensing in order to legally operate. 
  • Professional License – Certain services such as barbershops, accountants, salons and others must be licensed.
  • Sales Tax Certificate – In order to sell products and certain services, registration with the Virginia Department of Taxation will be necessary.

Related: What Business Licenses are Needed in Virginia?

File Annual Reports

LLCs are required to file an annual report with the Virginia State Corporation Commission.  The annual report updates ownership information and other details.

Related: How to File a Virginia LLC Annual Report