How to Form an LLC in Virginia

If you decide to form an LLC in Virginia, incorporate.com will handle the details. We'll research the availability of your company name and help you prepare and file your Articles of Organization with the Virginia State Corporation Commission. We can also take care of many of your company's follow-up needs, including annual registration preparation and filing.

Steps to Form an LLC

Select a Business Name

The first step to forming your LLC in Virginia is to select an original name not already in use by another business in the state. Here are some things to keep in mind when choosing your name:

• The name of your company must be written in English letters or Arabic or Roman numerals.
• The company name may include any of the following punctuation marks or symbols: periods, commas, colons, semi-colons, apostrophes, round parentheses, dashes, minus signs, plus signs, equals signs, question marks, exclamation points, and @, #, $, %, &, and *. No other letters, numbers or marks are acceptable.
• The name of a limited liability company must include the words "limited company" or "limited liability company," or the abbreviation "LC," "L.C.," "LLC" or "L.L.C."
• The name may not contain language stating or implying that the corporation is organized for a purpose other than that indicated on its articles of organization.
• The name of a corporation may not imply that it is or will be conducting business as a bank, trust company, insurance company, or public service company, such as a railroad, telephone company, utility, or water or sewer company, unless it will actually be engaged in such business.
• No business entity's name may include the word "bank" or "trust" unless it will be engaged in the banking or trust company business, or it is clear from the context of the remaining words that it will not be engaged in such business.
• No business entity's name may include the word or words "engineer," "architecture" or "land surveying," or any modification or derivation of such words, unless the entity will be lawfully engaged in such services or it is clear from the context of the remaining words that the entity will not conduct such business.
• The words "United States," "national," "Federal" and "reserve" may not be included in the name of a business entity that is engaged in the banking, loan, building and loan, brokerage, factorage, insurance, indemnity, savings or trust business.

When creating your LLC in Virginia, you can reserve a corporate name for 120 days for a fee of $10.00. You can renew the reservation for successive periods of 120 days, as long as you during the 45-day period before the reservation expires.

incorporate.com will do the necessary research to make sure your company's name meets the state standards.

File Articles of Organization

Once we have verified your company name, incorporate.com will file Articles of Organization t needed to register your LLC with the state of Virginia. The filing includes the following information:

• LLC information: The exact name of your LLC, including abbreviations and punctuation.
• Registered Office and Agent: The name and street address and county (or independent city) of a registered agent in Virginia. The registered agent is the person to whom the state will send all official correspondence. Under Virginia law, your company cannot serve as its own registered agent. You will be required to indicate why the designated person or company is qualified to be your registered agent. It must be a resident of Virginia and either a member or manager of your LLC, a member or manager of an LLC that is a member or manager of your LLC, or a member of the Virginia State Bar; or a domestic or foreign company authorized to do business in Virginia.
• Principal Office: The street address of your LLC's principal executive offices (Note: you are required to keep a current list of the full name and last known address of each member of the limited liability company at your principal office). The office does not need to be in the Commonwealth of Virginia.
• Organizer: The name and signature of the person forming the LCC.

Filing Fee

The filing fee to form an LLC in Virginia is $100. Filings can take 3 to 12 days to process. Expedited service is available for an additional fee.

incorporate.com will handle all filing requirements and provide you with the total cost to get your business up and running in Virginia.

Other Requirements for LLCs

Register with the IRS and the Virginia Department of Taxation

If you intend to hire employees or open a bank account, you will need a federal Employer Identification Number (EIN). incorporate.com can help expedite this step as well.

You should then register your business with the Virginia Department of Taxation. You can register online using the VATAX online services or by completing registration form R-1. Once you have registered, you will be assigned a Virginia Tax account number, which you should include on tax returns, payments and other tax filings. If your business will be collecting sales tax, you will be issued a certificate of registration, which is your permit to collect sales tax, and issue and receive tax exemption certificates. Your certificate of registration should be displayed prominently in your physical place of business.

Members/Managers

To set up an LLC in Virginia, additional members or managers are not required. LLCs are not required to have members or managers.

Annual Reports

LLCs in Virginia do not file annual reports.

Annual Registration Fee

Virginia requires LLCs to pay an annual registration fee to the State Corporation Commission each year after the year the company was formed. For limited liability companies, the annual registration fee is $50. It is assessed as of the first day of the second month preceding the month in which the company was formed or registered to transact business in Virginia.

Principal Office

Your LLC can be located outside of Virginia.

FAQs for How to Form an LLC in Virginia

Do I need to reserve a name?

Virginia does not require name reservation; however, it is a good way to ensure that your company name is available, and will remain available while you form your LLC.

Do I need to submit n operating agreement?

No, you won't need to submit an operating agreement. Nevertheless, drafting your LLC's operating agreement is a critical step in forming your company, as it is the blueprint that you will use to govern operations.

Does Virginia have publication requirements or other follow-up filings?

No. Virginia does not require you to publicize your company's organization, and does not have follow-up filing requirements.

Virginia State Licenses and Permits

Virginia has a list of activities that require state licensing and permits, and the different activities have their own requirements. The three main regulatory/licensing agencies in Virginia are the Virginia Department of Professional and Occupational Regulation, the Virginia Department of Health Professions and the Virginia Department of Agriculture and Consumer Sciences.

Activities that require you to know how to get a Virginia business license include: Certified Public Accountants, Alarm Respondents, Appraisers, Real Estate, Architects, Architects, Landscape, Armored Car Personnel, Asbestos Workers, Auctioneers, Audiologists, Barbers, Body Piercing, Boxers, Branch Pilots, Real Estate Brokers, Membership Campgrounds, Security Canine Handlers, Cemeteries, Charitable Organizations, Contractors, Cosmetologists, Professional Counselors, Unarmed Security Couriers, Credit Service Businesses, Dentistry, Central Station Security Dispatchers, Embalmers, Professional Engineers, Extended Service Contracts, Food Processing, Retail and Warehousing Establishments, Funeral Directors, Fundraising Counsel, Professional, Fundraising, Charitable Solicitors, Geologists, Ginseng Dealers, Health Spas, Commercial Herbicide Applicators, Home Inspectors, Commercial Insecticide Applicators, Interior Designers, Land Surveyors, Landscape Architects, Lead Workers, Locksmiths, Lottery, Meat Slaughter & Processing Facilities, Medicine, Veterinary Medicine, Milk, Nail Technicians, Nurse (RN, LPN, Aide), Nursery Dealers, Nursing Home Administrators, Operators, Waste Management Facilities, Waste Water Works Operators, Waterworks Operators, Opticians, Optometry, Pesticide Applicators, Pesticide Businesses, Pesticide Products, Pharmacy, Physical Therapy, Body Piercers, Branch Pilots, Polygraph Examiners, Poultry Slaughter & Processing Facilities, Private Investigators, Personal Protection Specialists, Psychology, Real Estate Appraisers, Real Estate Brokers & Salesmen, Soil Scientists, Armed Security Officers, Electronic Security Sales Representative, Electronic Security Technicians, Extended Service Contracts, Social Work, Speech Pathologists, Surveyors, Tattooists, Family and Marriage Therapy, Tradesmen, Travel Clubs, Trucking, Waste Management Facility Operators, Wetland Delineators, Wrestlers.

Local Virginia Business Licenses

Nearly all businesses in Virginia need a local business license, and may also need a zoning permit. Business licenses are expedited at the county or city level by the Commissioner of Revenue or Department of Finance, and zoning permits are handled by the city/county Zoning Office.

Virginia Business license fees are calculated by gross receipts from any one activity, and different cities apply different rates. For example, in Richmond, there is no fee for a business license if your gross receipts are less than $5,000, and you would pay a flat fee of $30 if your gross receipts are between $5,000 and $99,999. After that, the amount due is determined by multiplying the gross receipts by the tax rate. In Charlottesville, the business license fee is $35 if your gross receipts are $50,000 or less, and calculated by the tax rate for receipts over $50,000.

Employee Requirements

If you have at least one employee, you are required to address the issue of employer insurance. Employees also trigger numerous tax requirements.

• Health Insurance: The new national health care reform law (the Patient Protection and Affordable Care Act or ACA) requires employers to issue a Marketplace Notification to current employees by October 1st, 2013, and to new hires within 14 days of the employee's start date. The notification is to help employees to better understand health insurance marketplaces, compare health insurance plans and enroll in coverage. Virginia did not create a state-specific insurance marketplace, opting instead to refer residents to the federal HealthCare.gov marketplace.
• Unemployment Insurance: The Virginia Unemployment Compensation Act requires you to contribute to the state's unemployment compensation fund, which funds temporary unemployment insurance benefits to eligible workers. If you are a general business employer with at least one worker in 20 different weeks during a calendar year, or with a payroll of at least $1,500 in any calendar quarter, you are liable for contributions under the law.
• Workers' Compensation Insurance: If you have three or more employees, you must carry workers' compensation insurance with a private insurance carrier, have a certificate of self-insurance issued by the Virginia Workers' Compensation Commission or be a member of a group self-insurance association approved by the State Corporation Commission.
• Payroll Taxes: You will need to make periodic payroll tax payments and/or file quarterly reports about payroll taxes and other mandatory deductions.

Taxes

Your business may be required to pay different taxes in Virginia, depending upon your type and size of business. Your tax requirements may include:

• Sales and Use Tax: The sales and use tax is imposed at the state and local levels in Virginia. The combined rate is 5 percent (4.0 percent state and 1.0 percent local). A seller is subject to a sales tax imposed on gross receipts derived from retail sales or leases of taxable tangible personal property, unless the retail sales or leases are specifically exempt by law.
• Sales Tax Exemption Certificate: If your business involves selling products, you need a Sales Tax Exemption Certificate. It allows you to purchase materials that will become part of the product you sell from suppliers without paying taxes.
• Litter Tax: If you are a manufacturer, wholesaler, distributor or retailer of certain products, you are required to pay a $10 annual litter tax, plus another $15 if you manufacture, sell or distribute groceries, soft drinks, carbonated waters, beer and other malt beverages.
• Activities subject to litter tax include: Food for human or pet consumption, Groceries, Cigarettes and Tobacco, Soft Drinks and Carbonated waters, Beer and Other Malt Beverages, Wine, Newspaper or Magazines, Paper Products and Household Paper, Glass Containers, Metal Containers, Plastic or Fiber Containers made of Synthetic Material, Cleaning Agents and Toiletries, Nondrug Drugstore Sundries, Distilled Spirits, Motor Vehicle Parts.
• Other taxes: Other taxes in Virginia include: withholding tax, corporation income tax, communications taxes, cigarette tax, tobacco products tax, motor vehicle rental tax.

Too busy to research your VA business license requirements? We can help.

Learn More