How to Form an LLC in Virginia
Virginia charges $100 to form an LLC with the State Corporation Commission, one fee online or on paper, and then $50 a year in an annual registration fee that is not an annual report. The traps are in the vocabulary: a registered agent is mandatory, the penalty for ignoring the $50 fee is called automatic cancellation of existence rather than administrative dissolution, and a DBA is filed with the Commission, not a court clerk.
Virginia at a glance
Filing fee: $100 for the Articles of Organization (Form LLC1011), filed with the Virginia State Corporation Commission. Recurring: An annual registration fee of $50, due on or before the last day of the twelfth month after the month of formation, and by that date each year after. It is a fee, not a report. Paying late adds a $25 penalty, and leaving the fee unpaid leads to automatic cancellation of existence. Registered agent: required, with a physical address in Virginia. Every figure on this page was checked against the Virginia State Corporation Commission's, the Code of Virginia's, and Virginia Tax's official sites on November 8, 2026.
The Virginia filing steps
Check your name on the state's own search
Use the Name Availability Check in the Clerk's Information System (CIS) at cis.scc.virginia.gov before you file. Under Virginia Code section 13.1-1012 A, a Virginia LLC name shall contain the words "limited company" or "limited liability company" or the abbreviations "L.C.," "LC," "L.L.C.," or "LLC." It shall not contain any word, abbreviation, or combination of characters that states or implies the LLC is a corporation, a limited partnership, a registered limited liability partnership, or a protected series, and it must be distinguishable upon the records of the Commission from the names of other entities on file under section 13.1-1012 C. The designators themselves do not make a name distinguishable. A search does not reserve the name. To hold one, apply to reserve it for $10; the reservation lasts 120 days and can be renewed for successive 120 day periods, with the renewal application filed during the 45 days before the current period expires.
Choose your registered agent
A registered agent and a registered office are both mandatory in Virginia. Under Virginia Code section 13.1-1015 A, every domestic LLC and every foreign LLC registered in the Commonwealth shall continuously maintain both in the Commonwealth. An individual agent must be a resident of Virginia and be a member or manager of the LLC, a member or manager of an LLC that is a member or manager, an officer or director of a corporation that is a member or manager, a general partner of a partnership that is a member or manager, a trustee of a trust that is a member or manager, or a member of the Virginia State Bar, or a Virginia resident who is an officer of the LLC under section 13.1-1015 A 2 c. A business agent must be a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth. Either way, the agent's business office must be identical with the registered office. The agent's sole duty under section 13.1-1015 B is to forward any process, notice, or demand served on the agent to the LLC at its last known address. Changing the office or the agent is a statement of change, SCC Form LLC1016, and it carries no fee. If the agent resigns and no replacement is filed, the LLC is on the same automatic cancellation track described on the report page, and if no agent can be found, the clerk of the Commission is the LLC's agent for service of process under sections 13.1-1018 B and 12.1-19.1.
File the Articles of Organization with the SCC
File the Articles of Organization, SCC Form LLC1011, with the State Corporation Commission, online through the Clerk's Information System (CIS) at cis.scc.virginia.gov, where the online tool creates the articles for you, or on paper using form LLC1011-DOC. The fee is $100, online and on paper. Virginia Code section 13.1-1005, subdivision 1 a, sets a single fee per filing, so there is no online surcharge and no mail discount to budget around. Under section 13.1-1011 A, the articles set forth the LLC's name, the post office address, including the street and number, if any, of the initial registered office and the name of the city or county it is in, the name of the initial registered agent at that office with a statement of the category the agent qualifies under, and the post office address of the principal office, which need not be in Virginia. Do not attach extra documents: the SCC instructs filers not to attach operating agreements or financial records. Under sections 13.1-1011 D and 13.1-1004 B, the LLC is formed when the Commission issues a certificate of organization, unless a later effective date is specified as section 13.1-1004 D allows.
Get an EIN from the IRS
Free, online, and takes minutes once your Virginia filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.
Write your operating agreement
Under Virginia Code section 13.1-1023 A 1, the members of a Virginia LLC may enter into an operating agreement to regulate or establish the affairs of the LLC, the conduct of its business, and the relations of its members, and the LLC is bound by its operating agreement whether or not the LLC executes it. Unless the articles of organization or a written operating agreement specifically requires otherwise, an operating agreement need not be in writing under section 13.1-1023 B 1, and if no manner of amendment is provided, all members must agree to any amendment. Chapter 12 fills the gaps the agreement leaves: under section 13.1-1022 A, management is vested in the members except to the extent the articles or an operating agreement provides in writing for management by a manager or managers. The agreement is an internal document. It is not filed with the Commission, it carries no state fee, and the SCC tells filers not to attach it to the Articles of Organization.
Open the business bank account and handle licenses
Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Virginia issues no single statewide general business license through the State Corporation Commission; the Commission handles the entity record, not licensing. Licensing is industry specific, through state agencies and boards, or local, through your city or county, and local business license charges are not state LLC fees and are not priced in the totals on this site. The near universal state level step is tax registration with Virginia Tax: a pass-through entity that does business in Virginia or receives income from Virginia sources files an annual Virginia income tax return on Form 502, due by the fifteenth day of the fourth month following the close of the taxable year, with an automatic six month filing extension and no application required. Check your industry and your locality before you budget.
Filing details that trip people up
- One $100 fee, online or on paper. Virginia Code section 13.1-1005 sets a single fee per filing, and the SCC lists one figure for the Articles of Organization for both channels. Guides that split Virginia into an online price and a mail price, or quote $75 to form, are wrong on both counts. The same single fee pattern runs through the foreign registration and the closing filing below.
- No publication requirement to form. No publication step appears in section 13.1-1011, in the formation provisions of Chapter 12, or in the SCC's formation checklist of business name, principal office, and registered agent. The only publication provision in Chapter 12, section 13.1-1049.2, is optional and comes after dissolution, when a dissolved LLC may publish a notice of dissolution once to bar unknown claims. It is not a formation step.
- Foreign LLCs pay $100, and Virginia calls it a certificate of registration. An out-of-state LLC files an Application for a Certificate of Registration, SCC Form LLC1052, for $100 under section 13.1-1005, subdivision 1 b. Certificate of authority is the Virginia corporation term, not the LLC term. Under section 13.1-1052 B, the LLC delivers a copy of its articles of organization or other constituent documents and all amendments and corrections, duly authenticated by the Secretary of State or other official having custody of LLC records in its home jurisdiction. No certificate of existence or good standing is named in section 13.1-1052, and no freshness window for the home-state document appears there. An unregistered foreign LLC may not maintain an action in a Virginia court, and each member, manager, or employee who knowingly does business for it in the Commonwealth is liable for a penalty of not less than $500 and not more than $5,000 under section 13.1-1057 D.
- An assumed or fictitious name costs $10, filed with the SCC, not a court. Since January 1, 2020, the Clerk's Office of the State Corporation Commission is the central filing office in Virginia for certificates of assumed or fictitious name. The fee is $10, the name does not have to be unique, and it does not have to include a designator such as LLC. No expiration period or renewal requirement for the certificate appears in the SCC materials; ending the name is a certificate of release, also $10. Sources that send you to a circuit court clerk are describing the pre-2020 system. Our DBA guide covers the details.
- Closing a Virginia LLC costs $25. Articles of Cancellation are in the $25 tier of section 13.1-1005, subdivision 2 b. Section 13.1-1050 A lists five contents for the articles, and none of them is a tax statement, tax return certification, or clearance, and section 13.1-1050 B conditions the certificate of cancellation on compliance with law and payment of all required fees. Do not import the foreign rule into the domestic one: a foreign LLC voluntarily cancelling its registration does have to file a statement certifying that it has filed returns and paid all state taxes to the time of the certificate, or that no returns or taxes are due, under section 13.1-1056 B. The full sequence is on the report page.
After your Virginia LLC is approved
Get the EIN, open the business bank account, and register with Virginia Tax for the accounts your activity triggers. Then set one recurring reminder: the annual registration fee, $50, due on or before the last day of the twelfth month after the month you formed, and by that date each year after. The SCC assesses the fee and mails notification to your registered agent about two months before it is due, and payment cannot be made before the fee is assessed. Pay late and a $25 penalty is added; leave the fee unpaid past the last day of the third month after the due date and the LLC's existence is automatically canceled. Keep the registered office and agent current as well; a statement of change costs nothing to file.
The full recurring picture for Virginia, with fees and due dates, is on the Virginia annual report and compliance page, and the money view is on the Virginia LLC cost page.
Virginia LLC questions
Does a Virginia LLC file an annual report?
The recurring obligation in Chapter 12 is a fee, not a report: the $50 annual registration fee under Virginia Code section 13.1-1062. The SCC's annual report materials are corporation filings, listing directors and officers. An LLC pays the $50 fee each year and files no separate informational annual report with the Commission. See the Virginia compliance page.
What happens if I miss the annual registration fee?
A $25 penalty is added under section 13.1-1064 A. If the fee is still unpaid on the last day of the third month immediately following the due date, the LLC's existence is automatically canceled under section 13.1-1050.2 A. Virginia's term is automatic cancellation, not administrative dissolution. Reinstatement is available within five years for a $100 fee plus all back annual registration fees and penalties.
How much does it cost to close a Virginia LLC?
One state filing: Articles of Cancellation for $25, under section 13.1-1005, subdivision 2 b, filed after the LLC has completed winding up its affairs. Filing final Virginia Tax returns and closing tax accounts is a separate step, not a condition stated in section 13.1-1050.
Does a Virginia LLC file a BOI report?
No. US-formed companies are exempt under the federal final rule of August 14, 2026. See the BOI tracker.
General Information Only
LLCForming publishes general information about forming and running an LLC. It is not legal, tax, or accounting advice, and it does not create an attorney or advisor relationship. Rules vary by state and by your situation. For a decision that matters, talk to a licensed attorney or tax professional in your state.