LLC formation
Virginia LLC Formation: File Your Articles of Organization
A Virginia LLC exists once the State Corporation Commission issues a certificate of organization on its Articles of Organization (§ 13.1-1011). The articles name the company, give the registered office address and the city or county it sits in, name a qualified registered agent, and list the principal office, which can be outside Virginia. The state fee is $100. Choose Starter $149, Pro $299 or Complete $399, plus the fee at cost.
Virginia fees re-checked against the Code of Virginia and SCC fee pages: November 10, 2026
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Virginia State Corporation Commission
- We track your $50 annual registration fee
- Cited to the Code of Virginia, Title 13.1
- Talk to a filer: (386) 465-3937
Virginia LLC Formation: File Your Articles of Organization: the Virginia specifics
What the articles must say
The name, the registered office address with the name of the city or county, the registered agent and a statement of how the agent qualifies, and the principal office address (§ 13.1-1011). The SCC issues a certificate of organization when the articles comply and the fee is paid.
Check it: Code of Virginia § 13.1-1011Name endings (§ 13.1-1012)
The name must contain "limited company" or "limited liability company", or LC, L.C., LLC or L.L.C. It cannot suggest the company is a corporation or limited partnership, and it must be distinguishable on the SCC's records from every other registered entity name.
Check it: Code of Virginia § 13.1-1012Protected series
Virginia LLCs can create protected series. Filing a statement of protected series designation costs $100 per series under § 13.1-1005, so price that in before choosing a series structure.
Check it: Code of Virginia § 13.1-1005Optional corporate kit ($79)
A Virginia LLC or corporation keeps its liability shield only while it behaves like a separate company. Virginia's LLC Act lists the records an LLC must keep or make available to members: a member list, the articles and certificate, three years of tax returns and financial statements, and any written operating agreement (Code of Virginia § 13.1-1028). A kit with an embosser seal, membership or stock certificates and a binder gives those records one home. A kit is not a guarantee of liability protection and not legal advice.
Check it: Code of Virginia § 13.1-1028Annual registration fee: last day of your anniversary month
Every Virginia LLC pays a $50 annual registration fee by the last day of the month it was organized, starting the year after formation (§ 13.1-1062). Stock corporations pay $50 for up to 5,000 authorized shares, plus $15 for each additional 5,000 shares, capped at $850, and also file an annual report (§§ 13.1-775, 13.1-775.1). The SCC mails the assessment to the registered agent two months ahead.
Check it: Virginia State Corporation CommissionFilling in the Virginia Articles of Organization
The form is short, but two lines cause most rejections. The first is the registered agent qualification: you must state whether the agent is a Virginia-resident member or manager (or one of the other listed insiders), a member of the Virginia State Bar, or a business entity authorized in Virginia (§ 13.1-1011(A)(2)). A friend who lives in Richmond but has no role in the company does not qualify as an individual agent. The second is the registered office line, which must name the city or county where it sits. Virginia's independent cities are not part of any county, so an Alexandria address is in the City of Alexandria, not Fairfax County.
The principal office can be anywhere in the world. Many owners list a home or virtual office out of state and use our Virginia office as the registered office.
Source: law.lis.virginia.gov
Getting the name through on the first try
The SCC checks that the name is distinguishable from every corporation, LLC, limited partnership and business trust on its records, and it ignores endings like LLC or Inc. when it compares (§ 13.1-1012(F)). So "Blue Ridge Roofing LLC" collides with "Blue Ridge Roofing, Inc." even though the endings differ. If the name matters to you, reserve it for 120 days for $10 while you finish planning (§§ 13.1-1013, 13.1-1005).
An assumed name is a different thing. It lets an existing LLC trade under a brand, but it does not reserve or protect that brand.
Source: law.lis.virginia.gov
After the certificate arrives
The SCC issues a certificate of organization and assigns an entity ID. Use that exact name for the EIN. Then sign the operating agreement, record each member's contribution, and set the annual fee reminder for the last day of your formation month next year. Virginia LLCs file no annual report, so the $50 fee is the only recurring state filing, and missing it for three months cancels the company automatically (§ 13.1-1050.2).
If you will hire employees or sell taxable goods, register with the Virginia Department of Taxation and ask your county or city Commissioner of the Revenue about the local business license.
Source: law.lis.virginia.gov
Virginia LLC Formation: File Your Articles of Organization: questions
By the last day of your formation month in the following year. An LLC organized in November 2026 pays its first $50 by November 30, 2027 (§ 13.1-1062).
Check it: Code of Virginia § 13.1-1062Yes. For a single-member LLC, any writing the member signs about the company's affairs is treated as part of the operating agreement (§ 13.1-1023), which is one more reason to sign a real one.
Check it: Code of Virginia § 13.1-1023Corp USA prepares and submits your Virginia filing with the State Corporation Commission's Clerk's Office for you. The official state fee is passed through at cost, with our service fee shown separately at checkout, so you do not need to go to the state's website to file.
Check it: Virginia State Corporation CommissionNo. The SCC creates the company. Your county, city or town may require a business license (often called BPOL) from the Commissioner of the Revenue, and zoning, Virginia Department of Taxation registration and professional licensing are separate steps that depend on where and how you operate.
Check it: Code of Virginia § 58.1-3703Ready when you are, Virginia.
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.