Start Your LLC In Virginia with One IBC

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$199

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Form my LLC

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Agent fee

Registered Address

Document filing with the Secretary of State

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$499

+ States Filing Fees
Form my LLC

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Includes everything in basic package

Comprehensive name check

Preparation of Articles of Incorporation

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Federal Tax ID (EIN) Obtainment Service

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Key Points for Virginia LLCs

Low Formation Cost

Low Formation Cost

Virginia offers one of the lowest LLC filing fees, making it cost-effective for startups and small businesses.

Strong Legal Protections

Strong Legal Protections

LLCs in Virginia provide personal liability protection, safeguarding owners’ personal assets from business debts and obligations.

Business-Friendly Infrastructure

Business-Friendly Infrastructure

With a robust online filing system and access to government contracting opportunities, Virginia supports long-term business growth.

Understanding Virginia LLCs

A Virginia LLC blends the liability protection of a corporation with the flexibility of a partnership, making it an appealing choice for business owners seeking legal security and ease of management. It benefits from a clear statutory framework and relatively low complexity in formation.

What is a Virginia LLC?

A Virginia LLC provides limited liability protection to its members, shielding personal assets from business debts. It supports either member-managed or manager-managed governance structures and encourages the use of an operating agreement to define internal rules.

A Virginia LLC offers several benefits, including:

Personal asset protection, pass-through taxation (unless electing corporate treatment), flexible ownership, and relatively simple compliance demands under Virginia Code Title 13.1.

What is a Virginia LLC?
Why choose an LLC in Virginia?

Why choose an LLC in Virginia?

Forming an LLC in Virginia gives you liability separation, tax flexibility, and recognition under a stable legal regime. The state’s business environment supports LLCs with reasonable filing requirements and operational predictability.

Key Benefits Include:

Privacy Protection

Privacy Protection

Predictable Taxes

Predictable Taxes

No Double Taxation

No Double Taxation

Legal Environment

Legal Environment

Business Credibility

Business Credibility

Clear Guidelines

Clear Guidelines

Pros and Cons of an LLC in Virginia

Starting a Virginia LLC: Benefits

A Virginia LLC protects personal assets, supports flexible governance, and is relatively easy to form with online or paper filings. It allows single- or multi-member ownership and is suitable for small to medium enterprises.

Taxation of a Virginia LLC

Virginia LLCs default to pass-through taxation, so profits or losses are reported on members’ tax returns. If the LLC elects to be taxed as a corporation, it will follow Virginia’s corporate income tax rules.

Starting a Virginia LLC: Drawbacks

Virginia requires annual registration and a modest registration fee. Transfer of ownership may require member consent depending on the operating agreement. Electing corporate taxation can introduce additional compliance obligations.

Pros and Cons of an LLC in Virginia

Who Can Form an LLC in Virginia?

Any individual or legal entity can form an LLC in Virginia; there are no residency or citizenship requirements and no limit on the number or type of members.

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Types of LLCs in Virginia

Domestic LLC (Virginia-based LLC)

Domestic LLC (Virginia-based LLC)

A domestic LLC is formed under Virginia law and operates primarily within the state. It provides limited liability protection and allows flexible management and pass-through taxation.

Foreign LLC (Out-of-state LLC registering in Virginia)

Foreign LLC (Out-of-state LLC registering in Virginia)

A foreign LLC is originally formed in another state and registers to conduct business in Virginia. It must file a Certificate of Registration and appoint a registered agent with a physical Virginia address.

Professional LLC (PLLC)

Professional LLC (PLLC)

Virginia permits licensed professionals—such as doctors, attorneys, and accountants—to form a Professional Limited Liability Company (PLLC). All members must hold the same professional license and comply with relevant licensing board regulations.

How to Start an LLC in Virginia

1

Choose a Business Name

Select a unique name that includes "LLC" or "L.L.C." and ensure it’s distinguishable from existing entities in Virginia. Use the Secretary of State’s name search tool to verify availability.

2

Appoint a Registered Agent

Designate a registered agent to accept legal documents. This can be an individual or a registered service company with a physical address in Virginia.

3

File the Articles of Organization

Submit Form LLC to the Virginia Secretary of State, providing LLC name, principal office address, and registered agent details.

4

Create an Operating Agreement

Though not required, it’s recommended to draft an Operating Agreement outlining ownership, governance, and profit distribution to reinforce liability protection and support tax compliance.

Virginia LLC Requirements

Age and Residency

Age and Residency

Number of Members

Number of Members

Management Structure

Management Structure

Registered Agent and Office

Registered Agent and Office

Name Compliance

Name Compliance

Virginia LLC Application

To start an LLC in Virginia, the key step is filing the Articles of Organization (Form LLC-1011) with the Virginia State Corporation Commission (SCC). This officially creates your business as a legal entity under Virginia law.

Required Information

    The Articles of Organization must include:

  • LLC name (with “LLC” or equivalent)
  • Registered agent’s name and physical Virginia address
  • Principal office address (can be inside or outside Virginia)
  • Whether the LLC is managed by members or managers
  • Signature of the organizer

Filing Options

  • Online: File electronically through the SCC’s Clerk’s Information System (CIS) for quicker processing
  • By Mail or In Person: Submit the completed Form LLC-1011 with payment to the SCC’s Office of the Clerk in Richmond.

Post-Filing Requirements

  • Operating Agreement: Not required to be filed with the state, but highly recommended for internal governance.
  • Annual Report / Fees: LLCs must file an annual report and pay the annual registration fee to remain in good standing.
  • Foreign LLCs: Out-of-state LLCs must file an Application for a Certificate of Registration to transact business in Virginia and appoint a Virginia-registered agent.

Virginia LLC Taxation

Virginia LLC Taxation
State Income Tax

State Income Tax

Virginia does not impose a franchise tax on LLCs, but LLC members must pay state income tax on profits passed through to their individual returns. The current flat rate is 5.75% on taxable income over $17,000.

Pass-Through Taxation

Pass-Through Taxation

By default, Virginia LLCs are taxed as pass-through entities, meaning the LLC itself does not pay income tax. Members report business income on their personal federal and state tax returns.

Sales and Use Tax

Sales and Use Tax

LLCs selling goods or taxable services in Virginia must collect state sales tax, which currently has a base rate of 4.3% plus applicable local taxes. Use tax applies on taxable out-of-state purchases used in Virginia.

Virginia LLC Annual Filing

What to File

What to File

Virginia LLCs must file an Annual Report confirming business details such as the registered agent, office address, and principal members or managers. This filing is separate from the annual registration fee.

Filing Deadlines

Filing Deadlines

The Annual Report is due by the last day of the anniversary month in which the LLC was formed. The annual registration fee is also due at this time.

Penalties & Consequences

Penalties & Consequences

Failure to pay the annual registration fee or submit required reports may result in penalties, loss of good standing, or administrative dissolution by the State Corporation Commission.

Expanding Your Virginia LLC

As your business grows, you may expand your Virginia LLC to operate in other states. This requires registering your LLC as a foreign entity in each state where you plan to conduct business.

Registering a Foreign LLC in Virginia

Registering a Foreign LLC in Virginia

If your LLC was originally formed in another state but intends to do business in Virginia, you must file an Application for a Certificate of Registration to Transact Business in Virginia, provide a Certificate of Good Standing from your home state, and appoint a Virginia registered agent.

Doing Business in Other States

Doing Business in Other States

To expand your Virginia LLC outside the state, register as a foreign LLC in each jurisdiction where you operate. This typically involves submitting formation documents, appointing a local registered agent, and complying with that state’s tax and regulatory requirements.

Find The Right State To
Form An LLC

Every state has different rules, costs, and considerations for LLC formation.

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Doing Business in Virginia

Frequently Asked Questions

Yes, most states require you to have a registered agent to handle legal documents and notices during business hours.

While not always required by law, having an operating agreement is a smart move to outline your LLC’s rules and avoid disputes down the road.

An EIN is a federal tax ID; most LLCs need one to open a business bank account, file taxes, or hire employees.