Start a Virginia LLC

The first step in the process is to name your Virginia LLC. This is where you can get really creative. Remember that the name you choose can have big implications for your business from a marketing standpoint. After all, this is how your customers will know you, so choose something that’ll resonate with them.

Official Naming Requirements for a LLC in Virginia

Like most states, Virginia has some naming requirements for LLCs that need to be followed, or else your paperwork might be rejected. We’ll briefly touch on them below:

• The LLC’s name cannot include words, abbreviations, or characters that imply it’s a different type of business entity. For example, an LLC cannot have the word “corporation” in its name.
• The LLC’s name cannot include certain terms like “trust,” “bank,” “engineer,” or “architecture” unless the business will engage in those services. The exception is if the remaining words in the LLC’s name make it clear that it will not engage in this type of business.
• The LLC’s name cannot include certain terms like “national,” “reserve,” “federal,” and “United States” if it will engage in certain industries like banking, insurance, savings or trusts, brokerages, loans, factorrage, and building and loan.
• The LLC’s name must include one of the following:
  • Limited Liability Company
  • Limited Company
  • L.L.C.
  • LLC
  • L.C.
  • LC

Use our Virginia business entity search tool to check if the name you want is available. You can find more information on business naming rules on Virginia’s State Corporation Commission website.

Reserving a Business Name for Your LLC in Virginia

Virginia allows business name reservations. You can do so by submitting an application with the State Corporation Commission. The Commission will reserve your name for 120 days so that no one else can take it. You can also renew this reservation during a 45-day period preceding the reservation’s expiration. Applications can be filed online.

We also offer a business name reservation service for your Virginia LLC. We’ll hold your name for 120 days.

Reserving a Domain Name for Your Virginia LLC

A domain name can be used for your business website’s address. It can also be used to create a business email where customers can reach you and allows you to keep in touch with your employees. It’s best to keep your domain name as similar as possible to your Virginia limited liability company’s name.

Check if your domain name is available

As you did with your business name, you can also check if the domain name you want is available. You can do this by using our domain name search tool. If the one you want is free to use, then you can register your domain name with us.

Getting a Fictitious Name for Your LLC in Virginia

After you’ve registered your Virginia LLC, you’re then free to conduct business under that name. On the other hand, if you’d prefer to do business under another name entirely, then you’re going to need to file for an assumed name.” It’s most commonly known as a “doing business as” (DBA) name.

You can file with the State Corporation Commission for a fee by submitting a Certificate of Assumed or Fictitious Name – Business Conducted by an Entity form. Check out our page on fictitious names in Virginia for more information.

Getting a Trademark for Your Virginia LLC

Although this isn’t required, you may want to get a state or federal trademark for your business name. It adds another layer of protection that can prevent other businesses from using it. Be sure to conduct a trademark search to make sure the name you want for your LLC isn’t already taken.

The U.S. Patent and Trademark Office website has a search engine for federal trademarks. Check it to make sure if the desired business name you want for your LLC in Virginia isn’t already trademarked.

To register at the state level, you’ll need to file Form TM 1 with Virginia’s Division of Securities and Retail Franchising. The trademark is good for five years whereupon it’ll need to be renewed with Form TM 2. The renewals last five years.

Appoint a registered agent for your Virginia LLC. A registered agent is a person or business that accepts legal documents (like notices of lawsuits) on your LLC’s behalf. In Virginia, all authorized businesses are required to have a registered agent.

Who can be a registered agent in Virginia?

Virginia has several rules for registered agents. The basic requirements include:

• Being a resident of Virginia
• Being available during normal business hours
• Having a physical business address and registered office in Virginia

Unlike some other states, Virginia requires registered agents to meet at least one of the following additional qualifications:

• Being a member of the Virginia State Bar
• Being a member of the business entity’s management:
  • Director or officer of a corporation
  • Manager or member of an LLC
  • Business trust trustee
  • Partner of a registered limited liability partnership (LLP)
  • General partner of a limited partnership (LP)

A business entity cannot be its own registered agent in Virginia.

Can I be my LLC’s registered agent?

Yes, as an individual, you can be your LLC’s registered agent if you wish. However, you should consider the following:

• A registered agent must be available at their registered office address during all normal business hours.
• A registered agent is required to accept all forms of legal paperwork. This means that if you’re served with a lawsuit, it’ll be done at your LLC’s location, potentially making you look bad in front of customers/clients.

File your LLC’s Articles of Organization with the Virginia State Corporation Commission. After choosing a business name, you’ll need to register your Virginia LLC. As we mentioned at the beginning of our guide, having your Virginia Articles of Organization (Form LLC1011) approved by the state legitimizes your LLC.

Filing formal government documents like these can be a bit intimidating, and mistakes can often be made. Don‘t fret, though, because we’re here to help. With our business filing service options, we’ll make sure that all of your documents are complete and ready to be submitted to the state.

Create an account with the Clerk’s Information System

You can file your Virginia Articles of Organization online by first making an account with the State Corporation Commission Clerk’s Information System (CIS). This system allows you to submit forms, make payments, and take care of other business activities. Creating an account is free, and the CIS has a video that walks you through the process.

Information to Include in Your Articles of Organization

Virginia allows for your Articles of Organization to be submitted online. The form is pretty straightforward and requires you to include the following information:

• The LLC’s name, phone number (optional), and email (optional)
• The principal office address
• The registered agent’s name and email
• The registered agent’s qualifications that we went over in Step 2
• The registered agent’s office address
• The organizer’s signature

The filing fee is $100. If you should ever need to amend your business documents, we offer a service that handles that. We also encourage you to consider our Worry-Free Compliance service, which offers two amendment filings per year.

How to Expedite Your Articles of Organization’s Filing

Virginia offers an expedited service to process your documents faster. Before submitting your documents, you’ll be given the option to expedite it, but not all forms offer expedited service.

The fees include:

• $50 or $100 for next-day filing. You’ll have to submit your forms by 2 p.m. EST for a response by 4 p.m. EST the following business day.
• $200 for same-day filing. You’ll have to submit your forms by 10 a.m. EST for a response by 4 p.m. EST that same business day.

This service is only available for form submitting through the Clerk’s Information System. Expedited service is not available for paper submissions.

Keep track of all your business documents

If you have us file your Articles of Organization, then your paperwork will be available only for you to view on your ZenBusiness dashboard once it’s approved by the state. Here, you can keep this and other important business documents digitally organized. You’ll also want to take great care of the physical forms given to you by the state. A fireproof safe is always a safe bet.

Draft an operating agreement for your Virginia LLC to detail how it’ll run. Virginia does not require LLCs to adopt an operating agreement (OA). Nonetheless, you should still consider doing so when establishing your business since it helps set the rules for running your LLC.

What is an operating agreement?

According to Virginia’s Limited Liability Company Act, “An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business to the extent that such provisions are not inconsistent with the laws of the Commonwealth or the articles of organization.”

In other words, the OA establishes how the LLC will run so long as what the document says doesn’t fall outside of state law or conflict with the Articles of Organization.

The Benefits of Having an Operating Agreement for an LLC in Virginia

If dealing with more business documents sounds about as appealing as sitting in traffic on Interstate 81, then consider the benefits of drafting an OA:

• It enhances your business’s liability status. You can clarify which assets are business and which are personal.
• It clarifies verbal agreements between members/managers. Even if you trust your business partners, it’s always best to get agreements in writing, and you can keep them organized in your OA.
• It allows you to set your own rules. The OA allows you to run the business how you want so long as its activities are within the law.
• It further legitimizes the business. Your LLC will look more professionally run and planned out with an OA. Financial institutions pay extra attention to OAs and sometimes require them before granting a loan.

What to Include in Your Virginia LLC’s Operating Agreement

You should be as methodical and thorough as possible when drafting your OA. Take some time and think carefully about what you want to include, like what your day-to-day operations will look like and what you and the other members (if any) will be doing to make the business run smoothly.

Here are some things you may want to include in your OA:

• Your LLC’s name as it appears in the Articles of Organization.
• How ownership will be distributed if there is more than one owner.
• If the LLC will be member-managed or manager-managed. A member-managed LLC sees the members handling business operations whereas a manager-managed LLC sees a manager (sometimes a fellow member or someone outside the LLC) doing the same.
• The duties of the managers and members.
• How voting on business-related matters will be conducted.
• How distribution of profits will be organized.
• How and when meetings (if any) will be held.
• Directives regarding how new members will join the LLC.
• Reasons for and rules regarding the removal of members from the LLC.
• How to handle ownership interests for a member who leaves, dies, retires, etc.
• Reasons for the LLC’s dissolution and how assets will be handled.
• How and for what reason(s) the OA will be modified.

These are just a few of the things to add to your OA, but you can include whatever you want. Additionally, Virginia’s Limited Liability Company Act states that an OA must be agreed to by all members.

If you’re not sure how to go about creating an operating agreement, our OA template can help you get started.

Lastly, you’ll need to apply for an Employer Identification Number (EIN) to register your limited liability company in Virginia with the federal government. You’ll need to do this with the Internal Revenue Service (IRS). An EIN is like a Social Security number for your business and is also known as a Federal Employer Identification Number (FEIN) and Federal Tax Identification Number.

You’ll need an EIN for tax purposes, getting a business bank account, and if you plan to take on employees. You can apply for one on the IRS website, but you can also get one with us.

Register with the Virginia Department of Taxation

If you plan to do business in Virginia, then you’ll have to register with the Virginia Department of Taxation’s website. Before doing so, your LLC in Virginia will need an EIN and an account with the State Corporation Commission. If you can’t register online, then you’ll need to submit a Business Registration Form (Form R-1) with the Virginia state tax department.

After registering, you’ll receive a Virginia Tax account number for each tax type, a sales tax certificate of registration (for retail sales or use tax), and additional documents letting you know what to file and when. You can use the website to file your taxes and reach out to the Department of Taxation for help or information.

Use your EIN to open a business bank account

Your EIN allows you to open a business bank account. This is a great way to separate your business and personal banking needs. It’s also critical for sorting out your business finances at tax time. Without a business bank account, it can be more difficult to prove that your LLC in Virginia truly is a separate entity from you.

Take control of your Virginia LLC’s finances

In order to make your finances more easily manageable, we’ve partnered with LendingClub to provide a discounted business bank account. You can enjoy unlimited transactions, a debit card, and more. We also offer a banking resolution template if you want to authorize others to use this account.

Check out ZenBusiness Money

For further help managing your new business’s finances, check out ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.

Virginia has no requirements for a statewide general business license. However, both state and local governments may require specific licenses and permits to operate. Figuring out which licenses and permits your Virginia LLC will need will depend on a few factors, like your industry, profession, and what you’re selling. 

For the most part, you’ll have to register with the Virginia Department of Taxation if you plan to sell, distribute, rent, or lease tangible personal property in the state. After registering, you’ll receive your Sales Tax Certificate of Registration along with a 15-digit sales tax account number. 

We know that doing this sounds very time-consuming, and you’d rather focus on setting up your business instead. On top of that, you might have some worries that you’ll miss applying for a certain license or permit, which could put your LLC at risk. You can rely on our business license report service to help ease your worries.

LLCs are a very popular business model due to the many benefits they offer. Liability protection and pass-through taxation are two common reasons many entrepreneurs decide to adopt this model.

LLCs can additionally:

• Separate business and legal liabilities from the owners.
• Allow the owners to operate the business how they see fit thanks to the model’s flexible management and ownership structure as long as it operates within the law.
• Avoid certain maintenance and reporting requirements typically seen with corporations.

Business taxes can be really complicated, but an LLC’s structure can simplify them. LLC’s enjoy “pass-through” taxation, meaning that the business itself isn’t required to pay federal income taxes. 

Instead, that responsibility is passed down to the owners, who pay taxes on the company’s earnings as regular income. The IRS also taxes each owner based on their share of the company. So if an owner owns 30% of the business, they will be taxed 30% of the company’s earnings. 

LLCs have the option to be taxed as either a C corporation or an S corporation. A C corp status carries with it “double taxation,” whereas the S corp status avoids it. An S corp status can additionally help owners save more in self-employment taxes. The drawback to applying for an S corp status is that it has more restrictions and draws more attention from the IRS.

Fortunately, we can help you apply for S corp status during your LLC’s formation process. If you already own an LLC, then you’ll need to request S corp status with the IRS yourself. Before making any decision regarding how your LLC will be taxed, you should speak with a licensed tax professional. 

For income taxes, Virginia taxes LLCs as pass-through entities. They must file an annual state income tax return on Form 502. The state also requires businesses to pay certain taxes, like sales and use taxes. Other taxes unique to industry and location may also apply. To find out what applies to you, visit the state’s Department of Taxation website.

No, you aren’t required to file your OA with Virginia. It’s still wise to draft one and keep it for your own records.

This is a topic best to be discussed with a licensed tax professional. What we can say is that many entrepreneurs opt for a tax structure that includes “pass-through” taxation. An LLC automatically has this feature, but you will lose it if you decide to apply for C corp tax status. This status can yield other benefits, however. Other LLCs apply for S corp status, which retains the pass-through clause and includes additional tax benefits.

Yes, Virginia allows for the existence of Series LLCs. This type of LLC involves an arrangement of multiple LLCs operating under the umbrella of a larger LLC. Each LLC has its own rights, obligations, and assets. At this time, we do not offer Series LLC formation services. 

If the time comes to dissolve the LLC, for whatever reason laid out in your Articles of Organization or the operating agreement, you’ll need to file Articles of Cancellation of a Virginia Limited Liability Company. 

Before doing so, you’ll need to take some steps outlined in Article IV of these Articles, which says, “The company must wind up its affairs before filing these articles. The company must pay and clear, or arrange to pay and clear, all its debts, liabilities, and obligations. Then, it must distribute the remaining property and assets to its members.”

Check out our Virginia business dissolution guide for more information.

How you’ll transfer the ownership of your Virginia LLC depends on what you’ve outlined in your operating agreement. Typically, two methods can be used for transferring the owner of the LLC:

• Using a buy/sell agreement. This agreement outlines how a member’s ownership interest can be purchased by the other members. 
• Using a full transfer clause. This occurs when a member sells their assets or the LLC entirely. 

Remember that Articles of Amendment will need to be filed with Virginia that lists the new member(s).

As we outlined in Step 1, a Virginia LLC can adopt a “doing business name” (DBA) name, known as a “fictitious” or “assumed name.” You can do this by submitting a Certificate of Assumed Business name Conducted by an Entity form. You’ll do this through the Clerk’s Information System website. At this time, we don’t offer a DBA name service for Virginia.

The reasons and process for removing a member from your LLC should be detailed in your operating agreement. The OA should also highlight how the member’s ownership interests of the company will be handled. WIll it be sold off to a third party or bought/absorbed by the other members? 

You’ll also need to update Virginia on the LLC’s new member status. You’ll have to file Articles of Amendment in order to update the Articles of Organization. You should also make adjustments to your OA to reflect the LLC’s new members.

Although you don’t need a business plan to form your LLC in Virginia, it’s still a good idea to have one. Business plans can help you in many ways. For example, this plan allows you to outline what you’re aiming to achieve with the business. 

You can also detail who the LLC’s members are, what sort of financing you plan to get, and how you plan to succeed in your market. A business plan, like an operating agreement, can show financial institutions, for example, that you’re serious about running the LLC, helping you secure loans. It can even help you get investors.