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How do I form an LLC in Virginia?

Federal & State Law Editorial TeamLast reviewed: 2026-04-30

Virginia LLCs are governed by the Virginia Limited Liability Company Act, Va. Code §§ 13.1-1000 et seq.

1. Filing Fee and Processing Time

  • Articles of Organization (Form LLC-1011): $100 filing fee with the Virginia State Corporation Commission (SCC).
  • Processing: Same-day to 3 business days via SCC eFile; 7-10 days by paper. Expedited is generally automatic for online filings.

    • 2. Name Reservation

  • Optional. 120-day reservation for $10 (Form SCC631/831). Name must include "Limited Liability Company," "Limited Company," "LLC," "L.L.C.," "LC," or "L.C." (Va. Code § 13.1-1012).

    • 3. Registered Agent — Special Virginia Rule

  • Required under Va. Code § 13.1-1015.
  • Must be EITHER:

    • - A Virginia resident who is a member or manager of the LLC; OR

    - A member of the Virginia State Bar (an attorney); OR

    - A domestic or foreign business entity authorized to transact business in Virginia.

  • This is more restrictive than most states (which allow any resident).

    • 4. Operating Agreement

  • Permitted but not required (Va. Code § 13.1-1023). Not filed with the SCC.
  • Strongly recommended.

    • 5. Annual Registration Fee (Not "Annual Report")

  • Virginia does not require an annual report (informational filing), but does require an annual registration fee.
  • Fee: $50 — due by the last day of the LLC's anniversary month each year.
  • Late penalty: $25 plus possible administrative cancellation after a delinquency period.

    • 6. State Taxes

  • Virginia has a graduated individual income tax (top rate 5.75%) on pass-through LLC income.
  • LLCs taxed as C-corporations pay 6.0% Virginia corporate income tax.
  • Pass-through entity (PTE) tax election available under Va. Code § 58.1-390.3 to deduct state taxes at the entity level.
  • Sales and use tax registration with the Virginia Department of Taxation if selling taxable goods.

    • 7. Federal EIN

  • Required for multi-member LLCs and any LLC with employees.

    • 8. Professional LLCs (PLLCs)

  • Licensed professionals must form a Professional Limited Liability Company under Va. Code §§ 13.1-1100 et seq.
  • May require approval from the relevant licensing board.

    • 9. Local Business License (BPOL)

  • Most Virginia counties and cities impose a Business, Professional, and Occupational License (BPOL) tax based on gross receipts.

    • This is legal information, not legal advice.

    When to Talk to a Lawyer
    • Your members are out-of-state and you need a Virginia attorney as registered agent
    • You are forming a PLLC requiring board approval
    • You want to make the PTE tax election for SALT cap workaround
    Related Statutes & Laws
    • Va. Code § 13.1-1003
    • Va. Code § 13.1-1012
    • Va. Code § 13.1-1015
    • Va. Code § 13.1-1023
    • Va. Code § 13.1-1062

    This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.