How to form an LLC in Virginia

When it comes to taxes and legal protection, small companies may gain a lot by forming an LLC. If you think a limited liability company is the best option for your business, here’s how to set one up in the state of Virginia.

Please be aware that you may either set up the LLC on your own, or use a company formations service to take care of the process for you.

1. Naming your Virginia LLC

Do a lookup using the Virginia Business Entity Search to see whether the name you’ve chosen for your limited liability company is available in the state of Virginia. Don’t forget to use the correct naming conventions: If you’re forming an LLC in the state of Virginia, there are two rules you must follow:

• The Virginia State Corporations Commission requires that a limited liability company’s name be unique among those already in use.
• The name of a limited liability company must include either “Limited Liability Company,” “Limited Company,” “LLC,” “L.L.C.,” “LC,” or “L.C.”

In order to register a limited liability company in Virginia, you must first do so with the State Corporations Commission.

Before formally incorporating a firm in a given state, it is a good practice to reserve the desired name with the Corporations Commission. To reserve a name for up to 120 days, you must submit an Application for Reservation or Renewal of Reservation of a Business Entity Name through mail (there is no online alternative). The cost to submit your paperwork is $10.

2. Find a Virginia Registered Agent

A registered agent in Virginia is needed to serve legal documents on a Virginia LLC. The company or person who has agreed to accept service of process on behalf of the LLC in the event of a lawsuit.

The Registered Agent might be either a physical person located in Virginia or a legally formed corporation in the state. An actual Virginia street address is required for the Registered Agent’s role.

What does it mean to have a Registered Agent?

A company’s Registered Agent is the individual or organization designated by the company to receive service of process and other legal papers on the company’s behalf, including tax returns, summonses, and other legal notices. Your company’s registered agent acts as its liaison with the government.

Who can serve as a Registered Agent

A Registered Agent in the Commonwealth of Virginia must either be an individual who resides in the state full-time or a company (such as a Registered Agent service) that is qualified to do business in Virginia. You, or anybody else in the business, may make the choice.

3. Forming a Company by Filing Articles of Organization

Your limited liability company (LLC) will be formally established with the help of a document called Articles of Organization. Accuracy is essential, since this document serves as the basis for your company’s legal registration with the state.

The Articles of Organization should contain

To properly file your Articles of Organization for your Virginia LLC, you must include the following information:

• Company, Limited Liability, or LLC Title
• Whether an LLC has an indefinite or finite lifespan
• Where the LLC’s main operations are based
• Company’s registered agent’s full name and address
• In case the Secretary of the State has to send mail to the LLC, this is the address to use.
• How the Company will be run, between member and management control.
• Will the LLC provide expert services?
• The LLC’s organizers’ full names and mailing addresses.
• Identification and contact information for a member or manager who has oversight responsibility for the limited liability company’s day-to-day activities

LLCs that do business in a different state from the one in which they were formed are considered “foreign” and must pay an additional charge.

Incorporation Paperwork

Submitting form LLC1011 and paying the filing fee is required to establish a limited liability company in Virginia. Form LLC1103 and the appropriate filing fee must be submitted to the Virginia Secretary of State in order to establish a Virginia LLC.

Either submit the form electronically or via mail. Cost of submitting paperwork is $100. 

4. Acquire a State Certificate

After the formation paperwork of the LLC has been submitted and authorized, the state will issue you a certificate that proves the LLC officially exists. If you ask for a copy and pay appropriate mail, the government will mail you the certificate.

With this document in hand, the LLC may apply for tax IDs and permits, as well as open a company checking account.

5. Establish your business operating agreement

While creating an operating agreement is not required by law in Virginia, it is highly suggested for all new LLCs.

The following should be accomplished through the operational agreement:

• Provide details on how the LLC is organized.
• Specify the roles and duties of each member of the LLC.
• Describe the management structure that will be used to administer the LLC.

It is possible for a limited liability company (LLC) to run into major legal and operational challenges if it does not have an operating agreement that outlines the particular responsibilities of its members.

6. Register for a Tax ID as an Employer (EIN)

A Federal Employer Identifying Number (EIN), often known as a tax ID number, is required by many LLCs. You will need an EIN to register a business with the IRS, open a bank account, and in many cases, recruit workers.

The IRS’s website has all the information you need to determine whether you require an EIN and how to apply for one, and it’s free of charge. Although most companies will need an EIN, single-member limited liability companies (LLCs) may use the owner’s SSN instead.

Business Licenses

Depending on the specifics of their operations, limited liability companies (LLCs) in Virginia may need to get a license or permission from the state or a municipality.

For further information on acquiring a Virginia business license, peruse the Virginia Start a Business Guide made available by the state’s Secretary of State. The Virginia License Directory allows you to do a search for a certain license.

Get in touch with the municipal or county clerk where your limited liability company’s registered office is situated to learn more about the licensing requirements in your area.

7. Submitting your Annual Renewals

Any Virginia limited liability company and every foreign LLC that is approved to do trade in Virginia is required to pay a $50 yearly registration fee. The charge is required annually by the end of the month your LLC was formed.

A notification of the assessment will be sent to the registered agent of the LLC at the registered office location by the Virginia Corporations Commission. If the yearly registration fee is not paid to the Commission by the deadline specified in the notice of assessment, a late payment penalty of $25 will be applied.

Registration renewal costs may be paid either online at the Corporations Commission’s SCC efile website or by regular mail.

Fees and Next Steps

Fees

The filing fee for Articles of Organization with the Virginia State Corporations Commission is $100.

The Virginia State Corporations Commission will hold your LLC name for ten dollars.

Besides these mandatory LLC expenses, there are a few more worth thinking about:

• Name reservation for your new LLC
• Trade name used for doing business (DBA)
• Originals and copies of documents that have been authenticated
• Prove-of-existence Document

Next steps

After registering your limited liability company, you will have the backing of the law to start operations. Companies should make preparations to maintain their LLC’s legal compliance and current status on the state’s website.

The following opportunities become available after you have formed an LLC:

• Obtain any permissions or licenses that are required to run your business, such as those issued by the health department, the zoning department, the department of home occupations, the department of professional licensing, and so on. A seller’s permission is needed in several states.
• Tax ID registration
• Open a Bluevine checking or Novo business checking account.
• You should get a company credit card.
• Business insurance coverage
• A trademark to help you protect your business’s name and logo.

DIY or professional company formation for your LLC?

To set up an LLC, you won’t need to pay for legal representation. You may start a limited liability company (LLC) in most states by registering the business entity on the website of your secretary of state and with the Internal Revenue Service (IRS).

If you are not acquainted with the process of forming an LLC, your best bet may be to hire a professional LLC services firm so that you can be certain that the creation will go smoothly and quickly.

When starting a business, entrepreneurs may save both time and money by using a firm that specializes in forming limited liability companies. You may have them take care of the things you haven’t had time to think about, and pay anywhere from $40 to $520 to get it done to help with:

• The establishment of an operating agreement for a limited liability corporation (LLC) that describes your company in terms of its who, what, where, when, why, and how aspects.
• Writing up articles of incorporation that include the LLC’s management, registration agent, and creation date.
• Taking up the role of registered agent for your business.
• In the event of an audit or legal proceeding, having meticulous documents is essential.
• Paying the necessary payments and signing up with the right authorities.
• Checking the availability of the LLC name and registering the company name.
• Having the necessary formation and legal paperwork completed and filed.

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