How to Form an LLC in Virginia 2026: Complete Guide

Virginia offers a business-friendly environment with proximity to Washington D.C., a strong economy, and efficient business formation through the State Corporation Commission (SCC). Forming an LLC in Virginia provides liability protection and tax flexibility with low filing fees and minimal ongoing requirements. This guide covers the entire process from filing with the SCC to maintaining annual compliance.

Why Form an LLC in Virginia?

• Limited Liability Protection: Personal assets protected from business debts
• Pass-Through Taxation: Avoid double taxation (profits taxed once)
• Flexible Management: Member-managed or manager-managed options
• Low Costs: $100 filing fee, $50 annual registration fee
• No Annual Report Filing: Only need to pay $50 fee annually - no forms required
• Business-Friendly: Strong economy, proximity to D.C., educated workforce
• Efficient SCC: State Corporation Commission offers streamlined online filing
• Strategic Location: Access to East Coast markets and federal government

Step-by-Step Formation Process

Step 1: Choose Your LLC Name

Your Virginia LLC name must comply with Va. Code § 13.1-1012:

• Be distinguishable from existing Virginia business names
• Include "Limited Liability Company," "L.L.C.," "LLC," or "Limited Company" (not "Ltd.")
• Not contain restricted words ("bank," "trust," "insurance," "university") without authorization
• Cannot imply government affiliation
• Cannot be misleading about business type or purpose

Name Search: Check Virginia SCC Business Search

Name Reservation (Optional):

• Reserve name for 120 days
• File Application for Reservation of LLC Name (Form LLC-1013)
• Fee: $10
• File online through SCC eFile or by mail

Step 2: Appoint a Registered Agent

Every Virginia LLC must have a registered agent (Va. Code § 13.1-1015):

• Has physical Virginia street address (no P.O. boxes)
• Available during normal business hours
• Can be an individual Virginia resident OR business entity authorized in Virginia
• Receives legal documents, annual registration notices, and service of process

Options:

• Self-serve: You can be your own registered agent if Virginia resident
• Professional Service: Hire registered agent company ($100-$300/year)
• Benefits of hiring: Privacy (your address not public), never miss legal documents, professional handling

Step 3: File Articles of Organization with the SCC

Submit Form LLC-1011 (Articles of Organization) to Virginia State Corporation Commission:

Filing Options:

• Online (eFile): Virginia SCC eFile (5-7 business days) - $100
• By Mail: Send to Richmond office (10-15 business days) - $100
• Expedited 24-Hour: Additional $25 fee
• Same-Day Service: Additional $100 fee

Mailing Address:

Clerk of the State Corporation Commission
P.O. Box 1197
Richmond, VA 23218-1197

Required Information:

• LLC name
• Registered agent name and Virginia street address
• Registered office address (can be same as registered agent)
• Principal office address (can be out of state)
• Organizer name and signature
• Optional: Management structure (member or manager-managed)
• Optional: Delayed effective date

Step 4: Create an Operating Agreement

Not required by Virginia law, but strongly recommended:

• Defines ownership percentages and capital contributions
• Outlines management structure and authority
• Profit and loss distribution rules
• Voting rights and procedures
• Buy-sell provisions and transfer restrictions
• Dissolution procedures
• Helps establish LLC as separate legal entity
• Required by most banks for business accounts

Virginia Considerations:

• Address member/manager duties under Va. Code § 13.1-1024.1
• Include indemnification provisions (Va. Code § 13.1-1009.1)
• Specify distributions and allocations

Step 5: Obtain an EIN

Get free Employer Identification Number from IRS:

• Online: IRS.gov (immediate) - recommended
• By Fax: Form SS-4 (4 business days)
• By Mail: Form SS-4 (4-6 weeks)

When Required:

• Multi-member LLCs (always required)
• Opening business bank account
• Hiring employees
• Filing tax returns
• Single-member LLCs can use SSN, but EIN recommended for privacy

Complete Cost Breakdown

Ongoing Requirements

Annual Registration Fee (Required)

Virginia requires annual registration fee payment (Va. Code § 13.1-1062):

• Fee: $50 per year
• Due Date: Last day of the month in which LLC was originally registered
• First Payment: Due in the year FOLLOWING formation
• How to Pay: Online through SCC website (recommended) or by mail
• No Forms Required: Just pay the $50 - no annual report or information update needed
• Reminder: SCC sends notice approximately 60 days before due date

Update Changes

If your registered agent, registered office, or principal office changes:

• File Statement of Change (Form LLC-1009) for registered agent/office changes
• Fee: $25
• File Articles of Amendment (Form LLC-1003) for name or other Articles changes
• Amendment fee: $50

Tax Obligations

• Federal Taxes: File Form 1065 (multi-member) or Schedule C (single-member)
• Virginia Income Tax: Pass-through to members (file Form 502 individual return)
• Business Tangible Personal Property Tax: Annual tax on business equipment, furniture, fixtures (file with local commissioner of revenue)
• Sales Tax: Register with Virginia Department of Taxation if selling goods or taxable services
• Employer Taxes: If you have employees (unemployment, withholding)

Virginia Tax Requirements for LLCs

State Income Tax

LLCs in Virginia are pass-through entities:

• LLC itself does NOT pay Virginia income tax at entity level
• Profits pass through to members
• Members report on personal Virginia tax returns (Form 502)
• Multi-member LLCs file informational return (Form 502)
• Virginia individual tax rates: Progressive, 2% to 5.75% (2026)

Business Tangible Personal Property Tax (BPPT)

Virginia's local business tax on equipment and assets:

• What's taxed: Furniture, fixtures, equipment, machinery, computers, vehicles used in business
• Who files: ALL businesses operating in Virginia (including LLCs)
• File with: Local commissioner of revenue in city/county where business operates
• Due date: Typically May 1 (varies by locality)
• Rate: Varies by locality (typically $3-$5 per $100 of assessed value)
• Important: This is separate from SCC annual fee and applies to LLCs, corporations, sole proprietors

Sales and Use Tax

• Register with Virginia Department of Taxation if selling taxable goods/services
• State sales tax rate: 4.3% (statewide)
• Local tax: 1% (most localities) - total 5.3%
• Northern Virginia (certain localities): Additional 0.7% - total 6%
• File monthly, quarterly, or annually depending on sales volume
• No fee to register for sales tax permit

Business Licenses and Permits

State-Level

• No general state business license required in Virginia
• Industry-specific licenses may be needed:
  • Contractors (DPOR - Department of Professional and Occupational Regulation)
  • Healthcare providers
  • Food service establishments
  • Alcohol sales
  • Professional services (real estate, cosmetology, etc.)
• Check Virginia DPOR for requirements

Local Level

• Business License (BPOL Tax): Required in most Virginia cities and counties
  • Business Professional Occupational License (BPOL) tax
  • Based on gross receipts
  • Exemption for first $100,000-$200,000 (varies by locality)
  • File annually with local commissioner of revenue
• Zoning approval: May be required for physical location
• Health permits: For restaurants, food service, healthcare
• Contact local city/county for specific requirements

Professional LLCs (PLLCs)

Virginia allows certain licensed professionals to form Professional LLCs (Va. Code § 13.1-1111 et seq.):

Who Must Form Professional LLC

• Attorneys
• Physicians and healthcare providers
• Dentists
• Veterinarians
• Architects
• Engineers
• Certified Public Accountants
• Psychologists
• Physical therapists
• Chiropractors
• Other licensed professionals as defined by law

Additional Requirements

• All members must be licensed in same profession (or compatible professions)
• Name must include "P.L.L.C.," "PLC," or "Professional Limited Liability Company"
• File Articles of Organization for PLLC (Form LLC-1011 with PLLC designation)
• May require certificate from licensing board
• Does not shield from professional malpractice liability
• Same filing fee ($100) and annual registration fee ($50)

Series LLCs

Virginia does NOT currently allow Series LLCs.

If you need series structure:

• Form in Delaware, Texas, Nevada, or other states allowing Series LLCs
• Consider creating separate Virginia LLCs under holding company
• Consult with attorney for asset protection strategies

Operating an Out-of-State LLC in Virginia

If formed in another state but doing business in Virginia, must register as foreign LLC:

When Required

• Maintaining an office in Virginia
• Regularly conducting business in Virginia
• Owning or leasing real property in Virginia
• Hiring employees in Virginia

Foreign LLC Registration

• File Form LLC-1052 (Application for Registration)
• Fee: $100
• Designate Virginia registered agent
• Submit Certificate of Good Standing/Existence from home state
• Annual registration fee: $50 (same as domestic LLCs)

Dissolving a Virginia LLC

To officially close your Virginia LLC:

1. Vote to Dissolve: Members approve per operating agreement or statute
2. Wind Up Business: Pay debts, settle obligations, distribute assets
3. File Articles of Cancellation: Form LLC-1050 with SCC
4. Fee: $25
5. File Final Tax Returns: Federal (1065/Schedule C) and Virginia (Form 502)
6. Cancel Business Licenses: State and local (including BPOL)
7. File Final BPPT Return: With local commissioner of revenue
8. Close Bank Accounts: After all obligations settled

Frequently Asked Questions

How long does it take to form an LLC in Virginia?

Online filings through the Virginia SCC typically process within 5-7 business days. Mail filings take 10-15 business days. You can pay for expedited 24-hour processing ($25 additional) or same-day processing ($100 additional) if you need faster approval.

Does Virginia have an annual report for LLCs?

Virginia does NOT require annual report FILING. Instead, you simply pay an annual registration fee of $50 by the last day of your LLC's registration anniversary month. There's no form to fill out or information to update - just pay the fee online and you're done. This makes Virginia's annual requirement one of the simplest in the nation.

Do I need a Virginia address to form a Virginia LLC?

Yes, you need a Virginia registered agent with a physical Virginia street address. However, your principal place of business can be anywhere. If you're out of state, you'll need to hire a Virginia registered agent service to provide the required Virginia address (typically $100-$300/year).

Can one person form an LLC in Virginia?

Yes. Virginia allows single-member LLCs. The process is identical to multi-member LLCs, and you still receive full liability protection. Single-member LLCs are taxed as disregarded entities (sole proprietorships) for federal tax purposes unless you elect corporate taxation.

How much does it cost to maintain a Virginia LLC?

The annual registration fee is $50 per year, due by the last day of your registration anniversary month. If you use a registered agent service, add $100-$300/year. You'll also need to file (and possibly pay) business tangible personal property tax with your local commissioner of revenue, and potentially local BPOL tax depending on gross receipts.

What is BPPT tax in Virginia?

Business Tangible Personal Property Tax (BPPT) is a local tax on business equipment, furniture, fixtures, and vehicles. ALL businesses operating in Virginia must file annually with their local commissioner of revenue (due typically May 1). Tax rate varies by locality, typically $3-$5 per $100 of assessed value. This is separate from the SCC annual registration fee.

What is the difference between LLC and PLLC in Virginia?

A PLLC (Professional LLC) is required for certain licensed professionals like doctors, lawyers, accountants, architects, and engineers. PLLCs have the same liability protection as regular LLCs, but all members must be licensed in the same profession. PLLCs do NOT protect members from professional malpractice liability - only from general business debts.