How To Fill Out The Virginia Articles of Organization
The Virginia Articles of Organization is the official document filed with the Virginia State Corporation Commission (Virginia SCC) to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To form a Virginia Limited Liability Company, you will need to submit the completed Virginia LLC Articles of Organization (Form LLC1011) to the Virginia State Corporation Commission. The form can be completed and sent by mail or filed online.
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Let’s go over how to fill out the LLC Articles of Organization in Virginia. To get started, visit the Virginia State Corporation Commission’s website and download the form.
Step 1: Pick a Name for the LLC
The first step in filling out the Virginia Operating Agreement is to pick a business name.
There are a few requirements when choosing a Virginia LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Virginia. You can verify name availability by doing a Virginia LLC name search with the Virginia State Corporation Commission to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Company
Enter the LLC name including the identifier. It’s also recommended to include a contact number and email address because if you choose a name that is taken, the State Corporation Commission will contact you to choose a different name.
Step 2: Provide the Principal Office Address
The address of the Principal Office may be, but is not required to be, the actual place of the business. It can also be the main location where the business records are kept.
A physical address must be used for the Principal Office as P.O. Boxes are not acceptable.
Step 3: Appoint a Registered Agent
One requirement to have an LLC in Virginia is to appoint a Virginia Registered Agent. The Registered Agent is a party that is physically located in the state of Virginia that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Step 4: Choose a Qualification for the Registered Agent
There are several choices for who can be qualified as a Registered Agent.
In general, provided the LLC member lives in the state of Virginia and is generally available during business hours, they may act as the Registered Agent. Additionally, any adult resident of the state, attorney or accountant in the state, or a Registered Agent Service can also act as the LLC’s Agent.
Select the box that most closely matches the qualifications of the Virginia Registered Agent.
Related: Should you be the Registered Agent?
Step 5: Include the Registered Agent Address
Include the physical address (No PO Boxes) for the Registered Office. This would be an address where someone is generally present during normal business hours.
Step 6: File the Articles of Organization
An LLC Organizer will review the Articles of Organization to ensure the information provided is correct, agree to the terms, and sign the document.
The Organizer is someone who is involved with the LLC formation. The Organizer may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) can be an organizer.
The completed Articles of Organization and state filing fee will be sent to:
You’ve filed your Virginia LLC Articles of Organization! Now what?
After the LLC is officially filed with the Virginia State Corporation Commission, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.
Prepare a Virginia LLC Operating Agreement
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
Virginia Statute § 13.1-1023, states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.
Related: How to Apply for an EIN