Guide to Starting an LLC in Virginia

Starting a limited liability company (LLC) in Virginia can be a challenge without the right resources and guidance. If you do everything by the book, though, your LLC can be up and running and ready to do business before you know it. Whether you’re looking to set up your LLC in busy Richmond or in a quieter neck of the woods like Radford, we want to help.

There are many potential benefits of starting an LLC in Virginia, including personal asset protection and business flexibility.

If creating an LLC in Virginia seems harder than hiking the Appalachian Trail, use this guide to setting up a Virginia LLC. We’ll also highlight some of our services and how they can help your business grow and run smoothly.

How to Start an LLC in Virginia

To get your Virginia LLC officially started, you’ll need to file an important document called the Articles of Organization with the Virginia State Corporation Commission. If approved, the state officially recognizes your LLC as a legitimate business entity. Keep in mind that submitting this document is just one of many steps you’ll need to take to make your LLC official. This guide includes the following steps:

1. Choosing a business name
2. Getting a registered agent
3. Filing the Articles of Organization
4. Creating an operating agreement
5. Applying for an EIN
6. File your Virginia BOI report

Don’t worry, though; we’ll go through all of that in more detail below.

Virginia LLC Formation in 6 Steps

Starting a Virginia LLC can be a pretty straightforward process with our six-step guide. It’ll cover all the important things you’ll need to do to make your company a reality. Make sure to read carefully and understand each step before checking them off.

It also doesn’t hurt to reach out to an advisor like a business attorney if you need additional help or information. Please know that this guide is for setting up a domestic, for-profit LLC in Virginia. If you’re looking to set up a foreign LLC, then you’ll need to file different paperwork.

Step 1: Name your 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.

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.

Is your Virginia LLC name available as a web domain?

While you’re coming up with a name for your LLC in Virginia, you should also take the time to check if it’s available as a domain name. A domain with the same name as your business is perfect since customers and clients will find it easier to locate you online.

An LLC’s website can offer an additional marketing advantage since you’ll be able to conduct online business and attract potential customers via social media. This depends on your industry, of course. If you offer goods and services, then having an e-commerce website can bring in additional revenue.

Use our domain name service to register yours if you find one that’s up for grabs. If you need help building a business website, then we can lend a hand with that, too. Don’t forget to secure some domain name privacy while you’re at it.

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.

Step 2: Appoint a registered agent in Virginia

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 Virginia 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)

You can use a third-party business such as a service company or law firm to act as your registered agent. A business entity cannot be its own registered agent in Virginia.

What if my registered agent resigns?

A registered agent is a must for all businesses in Virginia, but what happens if yours resigns? If you find yourself in this situation, then Virginia grants a 31-day window to find a new registered agent.

If you don’t appoint one by then, the state will send you a notification saying that your LLC’s status has changed to “pending inactive.” If you don’t resolve this issue by the last day of the following month after receiving this notification, then the state will change your LLC’s status to one of the following:

• Terminated
• Revoked
• Canceled Automatically

You’ll then need to reactivate your LLC via the Clerk’s Information System website. You can avoid losing your registered agent by having us help you.

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.

ZenBusiness can provide your registered agent

With our registered agent service, you’ll always have someone available to receive important legal notices and important documents on your behalf.

Our service will keep your business compliant with the registered agent requirement by ensuring that your LLC has an agent at all times. And the cherry on top is you not having to worry about handling the responsibilities of a registered agent yourself, which would require you to be at your registered address during normal business hours. That way, you’re free to meet clients, run errands, and be the business owner you always wanted to be.

Our service also keeps any documents issued to your LLC organized by making them ready for you to view, download, and/or print via your ZenBusiness customer dashboard.

Step 3: File Virginia Articles of Organization

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.

To file your Articles of Organization online, go to the Virginia State Corporation Commission website. To file by mail, complete and mail the form to the following address:

Virginia State Corporation Commission
P.O. Box 1197
Richmond, VA 23218-1197

Include a $100 filing fee payable to the State Corporation Commission.

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.

Member-Managed or Manager-Managed?

In Virginia, you have the option to establish your LLC as member-managed or manager-managed. According to Virginia Limited Liability Company Act § 13.1-1022., an LLC is member-managed by default unless otherwise specified in the Articles of Organization or operating agreement.

A member-managed LLC is operated and managed by the members. With a manager-managed LLC, the company is operated and managed by a manager. The manager may or may not be a member of the LLC.

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.

Why would my Articles of Organization be rejected?

Submitting important documents to your state only to have them rejected can really be a punch in the gut, especially if you’re trying to set up a business. With an LLC, you’ll need to submit Articles of Organization, which, if approved, makes your LLC official.

But why would the state reject the Articles? Here are a few reasons as listed on the Virginia State Corporation Commission’s website:

• Discrepancies like uploading attachments that contain information that doesn’t match what you wrote in the Articles of Organization.
• Missing information in the Articles of Organization form. Fill out every required space.
• LLC name errors. This can involve using a business name that’s already taken or using a prohibited word in the name. Be sure to perform a name check beforehand.
• Submitting the wrong form. Be sure to use the general LLC form.
• Uploading additional documents. Be sure to only upload the Articles of Organization.

If the Virginia State Corporation Commission rejects your Articles of Organization, the agency will point out why and how to correct it. Avoid this problem by having us help you.

Keep track of all your business documents

If you have us file your Articles of Organization, then your paperwork will be available 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 usually a safe bet.

Step 4: Create an operating agreement

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 while forming an LLC in Virginia 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 operating agreement template can help you get started.

Do I need an operating agreement if I’m the only owner?

If you’re the single owner of your LLC, then you’re probably thinking that you don’t need an OA. After all, no one else will have to know how the business will operate, right? It’s true that Virginia doesn’t require OAs to be drafted, but that doesn’t mean you should avoid doing it.

As we mentioned in Step 4, an OA has many benefits that can help an owner better run their LLC. Perhaps the greatest benefit of an OA is that it makes the LLC look more professional, potentially making it easier to open a business bank account or get a loan. As the sole owner, you can also delegate in the OA what will happen to the LLC if you die or become incapacitated due to an illness or injury.

An OA can also prove to be useful if legal issues come up. For example, if someone decides to take you to court to sue you, an OA can be used to further demonstrate that you and the business are separate entities, thereby avoiding having your personal assets seized.