Virginia LLC — Frequently Asked Questions

How do I form an LLC in Virginia?

You file Articles of Organization, Form LLC-1011, with the Virginia State Corporation Commission through the Clerk's Information System. The Articles name your LLC, its principal office, and a Virginia registered agent. Online filings are usually processed the same business day. After formation you get an EIN from the IRS, draft an operating agreement, and open a business bank account.

Does Virginia use a Secretary of State?

No. This surprises people coming from other states. Virginia routes all business entity filings through the State Corporation Commission (SCC), not a Secretary of State. Formation, the annual registration fee, agent changes, and dissolutions all go through the SCC.

How much does it cost to form a Virginia LLC?

There is a single state filing fee for the Articles of Organization, on the lower end nationally. The receipt card on the costs page shows the current amount. A filing service adds a service charge for preparing and submitting the paperwork, usually with registered agent service included.

How long does formation take?

Online filings through CIS are typically processed in real time or the same business day, making Virginia one of the fastest states. Mailed filings take one to two weeks.

Can I form a Virginia LLC if I live in another state or country?

Yes. Virginia has no residency requirement for members or the organizer. The only in-state requirement is a Virginia registered agent, which a commercial service can provide.

Who can be my registered agent in Virginia?

Virginia is stricter than most states. An individual agent must be a Virginia resident who is a member or manager of the LLC, an officer or director of a corporate member, or a licensed Virginia attorney. Alternatively, a business entity authorized to transact business in Virginia can serve. You cannot appoint an unrelated Virginia resident who is not a Virginia attorney.

Can I be my own registered agent?

Only if you qualify — a Virginia resident who is a member or manager, or a Virginia attorney. If you do, it costs nothing, but your address becomes public and you must be available during business hours.

What is the difference between the registered office and the principal office?

The registered office is the Virginia street address where your agent receives legal documents; it must be in Virginia and cannot be a P.O. box. The principal office is your main business address and can be anywhere, including out of state.

How do I change my registered agent?

File a statement of change with the SCC through CIS, naming the new qualifying agent and registered office. Online changes are usually processed the same business day.

Does Virginia have an annual report?

Not in the usual sense. Virginia does not make LLCs file an information-heavy annual report. Instead, LLCs pay a flat annual registration fee to stay in good standing — there is no long form to complete, just the payment.

When is the annual registration fee due?

By the last day of the month in which your LLC was originally formed. An LLC formed in June owes it every June. Pay it through the SCC annual registration page.

What happens if I miss the annual registration fee?

Virginia adds a late penalty, and if the fee stays unpaid, the Commission eventually cancels the LLC's existence. Reinstating a canceled LLC means paying all back fees plus a reinstatement charge.

Do I need to keep my registered agent current every year?

Yes. Your registered agent must remain valid at all times, not just at formation. If the agent moves, resigns, or stops qualifying, file a change with the SCC promptly.

How is a Virginia LLC taxed?

By default, a single-member LLC is a disregarded entity — income flows to your personal return on Schedule C. A multi-member LLC is taxed as a partnership, with income passing through to members. Virginia has a state income tax that follows the same pass-through pattern onto members' individual Virginia returns. You can elect S-corp or C-corp taxation with the IRS if the numbers justify it.

Does a Virginia LLC pay franchise tax?

Virginia does not impose a traditional franchise tax on LLCs. The main state-level obligation is the annual registration fee. Stock corporations face a different, share-based annual fee, but that does not apply to LLCs.

Do I need an EIN?

You need an EIN if your LLC has more than one member, hires employees, or elects corporate taxation, and nearly every bank requires one to open an account. A single-member LLC with no employees can technically use the owner's SSN, but most owners get an EIN anyway. It is free from the IRS.

Does Virginia require a business license?

There is no statewide general business license, but most cities and counties require a local business license, often with a BPOL tax on gross receipts. Many professions also need state board licensure.

Do I need an operating agreement?

Virginia does not require one and you never file it, but you should have one. It sets ownership percentages, profit splits, management, and what happens when a member leaves. Without it, the default rules of the Virginia LLC Act govern — and those defaults may not match what you intended.

Can I operate under a different name?

Yes, by filing a fictitious name (DBA). Since the start of 2020, fictitious names are filed centrally with the SCC rather than at the circuit court, and Virginia's fictitious name fee is unusually low.

How do I dissolve a Virginia LLC?

You wind up the business, settle debts, distribute remaining assets to members, and file Articles of Cancellation with the SCC. Dissolving properly stops the annual registration fee from accruing and closes the entity cleanly.

What if I stop paying the annual fee instead of dissolving?

The SCC will eventually cancel the LLC for non-payment, but that is a messier outcome than a proper dissolution — it can leave loose ends with creditors and taxes. Filing Articles of Cancellation is the clean way to close.