How To Set Up A Virginia LLC

An LLC, or Limited Liability Company, is a type of business entity that provides limited liability to its owners. This means that the LLC’s owners’ personal assets are generally protected if the business is sued. An LLC can be set up with just a few simple steps and operated like any other type of business.

Unlike a sole proprietorship or general partnership, where the small business owner can be personally liable for lawsuits against the business, the LLC is a separate legal structure that helps to protect the business owner’s personal assets.

Besides liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, general partnership, and corporation because of the multiple tax options, ease of administration, and management flexibility.

Related: Starting A Business In Virginia Checklist

Steps to Form a Virginia LLC

Step 1: Choose a Name for the LLC

The first step in forming a Virginia Limited Liability Company is to make sure the name you want is available.  

It’s critical to do a name search before registering an LLC name, as the name of each LLC must be distinguishable from other entity names registered in the state of Virginia. The Virginia State Corporation Commission makes it easy to search and verify if your LLC name is available.  Here is more information on how to do a Virginia LLC name search. 

In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:

• Limited Liability Company
• Limited Company
• L.L.C.
• LLC
• L.C.
• LC

A comma may be used after the business name and before the designator.  “Old Dominion Designs LLC” and “Old Dominion Designs, LLC” are both acceptable.

If there is an LLC name that you want to use, but you are not ready to register the LLC, the Reservation of a Business Entity Name Form SCC631 can be filed with the Commonwealth of Virginia State Corporation Commission (to hold a name for up to 120 days.

If you plan to use a different name from the one you register (perhaps you want to run multiple businesses under the LLC), you can use a fictitious name (sometimes referred to as a trading name, assumed name, DBA, or Doing Business As name).  To register a fictitious name, the Virginia Certificate of Assumed or Fictitious Name form will be filed with the Commonwealth of Virginia State Corporation Commission (Virginia SCC).

Step 2: Appoint a Virginia Registered Agent

Every LLC in Virginia must have a registered agent, simply someone with a Virginia street address who will be responsible for any legal correspondence, most often if the business is served papers in the event of a lawsuit.

The basic requirements to be a registered agent in Virginia include:

• The agent must be a Virginia resident at least 18 years of age or a commercial registered agent service with a registered office in the state.
• The agent must have a physical address in the state (PO Boxes aren’t allowed).
• The agent must generally be available during normal business hours at the address provided to receive service of process.

Many LLC owners act as their own registered agents, particularly if they reside in the state. However, some opt to hire a professional registered agent service. This choice is often preferred in two scenarios: when the LLC owner lives out of state or wants to keep their personal address off public records. Professional services offer the added benefits of ensuring compliance with state regulations and managing important legal correspondence, making them an attractive option for those seeking convenience and privacy in their business operations.

Related: How To Appoint A Virginia Registered Agent

Step 3: File the Virginia Articles of Organization

The paperwork to officially create an LLC in Virginia is called the Articles of Organization. To submit the paperwork, either file online through the Virginia State Corporation Commission’s website. If you prefer to fill out and mail the application, download the Articles of Organization (Form LLC-1011).

Related: How To Fill Out The Virginia LLC Articles Of Organization

What To Do After Forming A Virginia LLC

Once the LLC has been formed, there are a few additional steps to take. Below is a list of the most common tasks.

Prepare a Virginia LLC Operating Agreement

The LLC operating agreement is a document that governs the framework of an LLC. It covers items like ownership rights, LLC member responsibilities, how profits and losses are distributed, how new members are added, and more.

Most states do not require an LLC to have an operating agreement, but it is still worth considering. Without an operating agreement:

• The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit.
• Member’s personal liability protection may be diminished.
• Members may not fully understand their roles and responsibilities, which could lead to costly disputes in the future.

Obtain an EIN

If the LLC will hire employees or is owned by more than one member, an EIN is required. 

The EIN or Employer Identification Number (also referred to as a Federal Employer Identification Number, FEIN, or Federal Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Like an individual’s social security number, the EIN identifies business entities for tax purposes. The EIN will be needed to hire employees, open a bank account, build business credit, register for business licenses and permits, file federal and state taxes, and more.

Related: How To Register For An EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account, such as:

• A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
• Copies of the original formation paperwork from the state showing the official creation of the LLC.
• Driver’s licenses of the members.
• Occasionally, the bank will request a Virginia Certificate of Good Standing to prove the LLC is active and in good standing with the state.

Apply for Business Licenses and Permits

In addition to forming the LLC, various business licenses and permits will likely be needed before starting the business. Some common registrations include:

• Business license: Some cities require businesses to obtain licensing before starting.
• Professional License: Certain services, such as barbershops, accountants, salons, and others, must be licensed.
• Sales Tax Certificate: A Virginia Sales Tax Certificate from the Virginia Department of Taxation is necessary to sell products and certain services.

Related: How To Register A Business In Virginia

File Virginia LLC Annual Registrations

Instead of an annual report, LLCs are required to file a Virginia LLC Annual Registration with the Virginia State Corporation Commission.  The annual registration fee is $50 and is due each year on the last day of the month the LLC was formed.  For example, if the LLC were formed on November 15th, 2025, the first annual registration would be due November 30th, 2024.

If the Annual Registrations aren’t paid by the due date, the Virginia Corporations Commission will assess a fine to the LLC and eventually dissolution if it is not paid.

File the Beneficial Owner Information Report

Beginning in 2024, any individual who owns at least 25% or has “substantial control” of an LLC or corporation in Virginia or any other state must file the Beneficial Ownership Information (BOI) form with the Financial Crimes Enforcement Network (FinCEN).

Virginia LLC FAQs