Start a Virginia LLC for FREE^*

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LLCs are a type of business entity that have the key benefit of providing liability protection to its owners (referred to as members). This means the LLC is generally considered a separate legal entity from its members, and because of this, the members may not be personally liable for the obligations of the LLC, according to the Virginia Corporation Commission.

Virginia defines an LLC as “an entity that is an unincorporated organization organized and existing under [Chapter 12], or that has become a domestic limited liability company of the Commonwealth pursuant to § 13.1-1010.3 as it existed prior to its repeal.” That means an LLC in Virginia is a company created within the state or a company that becomes subject to Virginia state regulations surrounding LLCs (Chapter 12). 

LLCs are popular among business owners because they offer flexibility and simplicity in managing their operations. Owners have the option to decide whether the company will be managed by its members or by appointed managers. Additionally, compared to corporations, LLCs typically have fewer legal compliance requirements and a more straightforward operational structure. 

Finally, LLCs allow business owners to pay taxes for business income as part of their individual taxes, although LLC owners may elect to pay their business taxes as a separate entity, similar to how a corporation is taxed. This can give business owners more flexibility to choose the tax classification that is right for them as they grow and evolve their business.

LLCs can protect your personal assets against business debts and lawsuits in many cases, as long as you take careful steps to separate your business and personal affairs and maintain compliance.

Here are some common ways to separate your affairs and stay compliant:

• Take care to maintain separate bank accounts.
• Keep your personal and business assets separate.
• Keep records of your business matters.
• Formally document business decisions.
• Conduct business under your business name.
• Uphold LLC compliance requirements in Virginia, including:
  • Filing an Annual Registration Fee. This needs to be done by the last day of the LLC's anniversary month.

If you don't maintain your compliance obligations or fail to properly separate your business and personal matters, then you may be opening yourself up to personal liability for business activities or responsibilities.

You may want to register for an LLC in Virginia when:

• You own or want to start a business in Virginia, or want to expand an existing business into Virginia, and want to stay legally compliant. 
• You own or want to start a business, and want more flexibility on how you will manage the business or pay taxes than a corporation would provide.
• You want to protect your personal assets from potential liability resulting from business you conduct in the state of Virginia. 
• You own or want to start a business, and want to register in Virginia to open accounts, lease or buy property, secure funding, or hire employees.

There are a few steps required to start your LLC in Virginia, including:

• Find a unique name for your LLC. Virginia has a few requirements on business names, including a requirement to be unique. You can search the state of Virginia's database of business entities in the state to ensure your business' name is unique. Rocket Lawyer can also help you identify a unique name when you register your business.
• Provide a Virginia address that will be used as your official LLC address. The address that you list may either be your home, an office, or another physical location, but it cannot be a PO box.
• Appoint a registered agent. A registered agent is the person or company that serves as the contact point between the state and the LLC. The registered agent also receives official correspondence from other businesses. In many cases, you can act as your own registered agent if you have a business address in Virginia, but you may consider using a registered agent service if you are not located in Virginia or would like an extra layer of privacy. Rocket Lawyer can act as your registered agent or specify your registered agent when you register your LLC.
• File your Articles of Organization with the state of Virginia to register your LLC. Once you have a business name and registered agent identified, you can register your business as a Virginia LLC with the Virginia State Corporation Commission by filing your Articles of Organization. Rocket Lawyer can assist you in filing your LLC's Articles of Organization with the Virginia State Corporation Commission
• Obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is crucial for tax filing, payroll management, employee payments, and opening a business bank account. Rocket Lawyer can assist you with securing your LLC's EIN in order to do these vital business tasks.
• Create your LLC Operating Agreement (Optional). In Virginia, it is optional to have an LLC Operating Agreement, which helps govern the ownership structure, member rights and responsibilities, and decision-making process of your LLC, among other things.

To start an LLC in Virginia, you must file a document called Articles of Organization with the state of Virginia. This document may be referred to informally as an LLC's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

In Virginia, you will need the following information to file your Articles of Organization:

• The LLC's name.
• The LLC's principal office.
• The LLC's registered agent information.

In Virginia, there are a few fees that you may be charged when you choose to start your LLC. They include the following:

State fee: $102.40

Rocket Lawyer filing fee: $0 $99.99

• First filing FREE for RocketLegal+ members.
• Get additional filings HALF OFF with RocketLegal+.

Processing time: 3-5 business days

Note: The above state fees and processing times are provided as a summary and may encompass various fees mandated by your state or local authorities. If you have questions, speak to a Rocket Lawyer representative to understand the costs and processing times that apply to your specific filing.

Taxes for your LLC will depend on how you file and how much your LLC earns.

The default method for LLC taxes is called "pass-through taxes." This means that the profits and losses of the LLC are passed through to the individual members, who report them on their personal tax returns. The share of profits or losses each member receives and reports on their taxes is determined by the terms in the LLC's operating agreement. With pass-through taxes, the LLC itself does not file its own tax returns, and the owners only pay taxes on the business once. (Note: The term "pass-through taxes" is an informal term. Single-member LLCs are treated as a "disregarded entity" and taxed as a sole proprietorship, and LLCs with multiple members are treated as a partnership.)

With pass-through taxes, Social Security and Medicare taxes are not withheld from the members' paychecks, so they are responsible for paying these as "self-employment taxes" instead. In addition to Social Security and Medicare taxes, LLC members will need to pay taxes as a percent of their share of profits every quarter as estimated taxes. LLC members can also deduct business expenses and losses from their personal tax returns, which can significantly reduce the amount of profits reported to the IRS.

Alternatively, if the LLC members prefer not to utilize pass-through taxes, they have the option to elect for the LLC to be taxed as a corporation instead. This may be preferred when the corporate tax rate is lower. To elect a different tax classification, you need to file the necessary forms with the IRS.

If you do not want to tackle your LLC's taxes alone, our Rocket Tax services can help you by gathering some information about your business and then matching you with the right tax professional.

The state of Virginia requires that the names of all LLCs in the state:

• Shall contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC."
• Shall not contain any word, abbreviation, or combination of characters that states or implies the limited liability company is a corporation, a limited partnership, a registered limited liability partnership, or a protected series of a series limited liability company; or any word or phrase the use of which is prohibited by law for such company.
• Are not too similar to existing LLCs in the state.

Rocket Lawyer can help you determine whether your business' name is eligible for registration in Virginia and may be able to help you reserve the name before you file your LLC.

Any LLC that does business in Virginia must register with the State of Virginia. LLCs based in Virginia are called "domestic LLCs," and out-of-state LLCs are called "foreign LLCs." If your LLC was organized and operates outside of Virginia, establishing a foreign LLC within Virginia will allow for you to conduct business there.

Foreign LLCs and domestic LLCs may have different filing and compliance requirements -- Rocket Lawyer can help you navigate foreign LLC registration, regardless of where you live.

If you are planning to conduct business in another state, you may need to register an LLC in that state. Rocket Lawyer can help you determine which states you should register in. 

Other states may have their own rules for taxing foreign LLCs that originate in Virginia or domestic LLCs that also operate in Virginia. Talk to an attorney to understand the tax requirements for the state(s) in which you plan to operate.

Yes, LLCs with only one owner can still register their business in Virginia. In this case, the LLC would be referred to as a single-member LLC (SMLLC), whereas if there is more than one owner, the LLC may be called a multi-member LLC. 

The main difference between single-member and multi-member LLCs lies in ownership structure and management. With a single-member LLC, you have full control over the business. In contrast, a multi-member LLC has multiple owners, each with a specific percentage of ownership as defined in the operating agreement. This means that in a multi-member LLC, owners share profits, losses, and tax responsibilities based on their ownership percentage.

However, many aspects of LLCs remain the same whether they are single-member or multi-member. Both types of LLCs default to pass-through taxation (though separate filing is an option), and owners can choose to manage the LLC themselves ("member managed") or hire designated managers to handle day-to-day operations ("manager managed").

An LLC is a structure establishing your business as an entity that can legally conduct business in the state(s) within which it is filed. Alternatively, a "Fictitious Name" filing is a legal mechanism to specify another name under which you plan to do business. Fictitious Names may also be called a "Trade Name," "Assumed Business Name" (or "ABN"), or "Doing Business As" (or "DBA") and are commonly confused with sole proprietorships. While Fictitious Names can help you specify a name for a business, they do not establish a legal business entity and also do not provide business owners with liability protection. In Virginia, filing a Fictitious Name is required if your business is planning to operate under a different name than the one that is filed with your Articles of Organization.

If you have an existing company and would like to conduct business under a new or additional name, a Fictitious Name will allow you to conduct business with the new name through your existing LLC, S-Corp, C-Corp, or Nonprofit. If you're not sure if you should form an LLC or file a Fictitious Name, a Rocket Lawyer representative can help you understand the differences and take the next step.

After organizing an LLC in Virginia, the state requires you to:

• Establish a Registered Agent and Office: Virginia LLCs must maintain a Registered Agent within the state. We can help with our Registered Agent Services.

Although not required, you may also want to:

• Hold a meeting: A first meeting with members of an LLC is not required by law, but it is highly suggested in order to get organized. Also, unlike corporations, LLCs are also not required to maintain Meeting Minutes, but these documents are also recommended as they provide records for important decisions made.
• Create an Operating Agreement: While creating an Operating Agreement is not mandatory, it's highly advisable. We can help you create your Virginia LLC Operating Agreement online.

An LLC is one of the easiest businesses to maintain. Here are a couple things to keep in mind when looking to maintain your Virginia LLC:

• Virginia requires LLCs to submit an Annual Registration Fee every year. This is due by the last day of the anniversary month of your LLC's organization.

The State of Virginia requires every LLC to keep the following records in their principal office:

• A current list of the full names and last known addresses of each member in alphabetical order.
• A copy of the articles of organization and all amendments executed.
• Copies of the company's federal, state and local income tax returns for the last three years.
• Copies of the company's financial statements for the last three years.
• Copies of any effective written Operating Agreement.
• Unless specified in the Operating Agreement, you'll need keep a written statement containing the following:
  • The amount of cash and a description and statement of the agreed property or services each member has contributed or has agreed to contribute.
  • The circumstances under which members will make future contributions.
  • A member's right to receive, or the company's right to make, distributions to a member, including a return of the full or part of the member's contribution.
  • The circumstances under which the LLC would be dissolved.