Virginia LLC: Frequently Asked Questions

How do I form an LLC in Virginia?

You file Articles of Organization, Form LLC1011, with the Virginia State Corporation Commission through the Clerk's Information System or on paper. The Articles name your LLC, its principal office, a qualifying Virginia registered agent, and the registered office. An online filing without an uploaded document can be approved in real time. After formation you get an EIN from the IRS (we apply for it for you if you form with Mainstay Filing), 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?

The state filing fee for the Articles of Organization is $100, online or on paper, which is on the lower end nationally. After that, every Virginia LLC owes a $50 annual registration fee each year. A filing service adds a service charge for preparing and submitting the paperwork, usually with registered agent service included.

How long does formation take?

The SCC says an online CIS filing can be approved in real time, unless you upload a document, which sends it to the Clerk's Office for review. That makes Virginia one of the fastest states. Paper filings take longer, and one with attachments can add about five business days. Online expedite is $50 or $100 for next day, or $200 for same day.

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, a designated officer of the LLC, or a member of the Virginia State Bar. Alternatively, a corporation, LLC or registered LLP authorized to transact business in Virginia can serve, though the LLC can't be its own agent. You cannot appoint an unrelated Virginia resident who isn't a State Bar member.

Can I be my own registered agent?

Only if you qualify: a Virginia resident who is a member or manager, or a Virginia State Bar member. If you do, it costs nothing, but your address becomes public and, per the SCC, you must be available there during normal business hours.

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

The registered office is your agent's Virginia business office, where legal documents are delivered. It must be in Virginia, and virtual offices and mail drops don't qualify; a P.O. box is accepted only in a town of under 2,000 people with no street address. The principal office is your main business address, and it has to be a physical address rather than a P.O. box.

How do I change my registered agent?

File a Statement of Change (Form LLC1016) with the SCC through CIS, naming the new qualifying agent and registered office. There's no fee, and online changes post in real time.

Does Virginia have an annual report?

No. Virginia LLCs don't file an annual report at all. Instead, every LLC pays a flat $50 annual registration fee to stay in good standing. There is no 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, starting the year after formation. An LLC formed in June owes it by June 30 every year. The SCC mails the assessment to your registered agent two months ahead, and you can't pay it before it's assessed. Pay it online in CIS (no processing fee), by mail, or in person; the SCC annual registration fee page has the details.

What happens if I miss the annual registration fee?

Virginia adds a $25 penalty. If the fee is still unpaid on the last day of the third month after the due date, the LLC's existence is canceled automatically, notice or no notice. You can reinstate within five years by paying a $100 reinstatement fee plus all back fees and penalties.

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; after an agent resigns, you have 31 days before the LLC goes pending inactive.

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 $50 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?

Unpaid fees cancel the LLC automatically at the end of the third month after the due date, 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.