Step-by-Step Guide: How to Set Up Your LLC in Virginia | Expert Virginia LLC Formation | BetterLegal
Learn how to establish your LLC in Virginia hassle-free with our comprehensive guide. Follow our step-by-step instructions and expert tips to navigate the process of forming your LLC. Get started today!
Are you considering setting up an LLC in Virginia? BetterLegal has developed a complete yet concise guide to help you through the process through our years of experience. The five critical steps to properly set up an LLC in Virginia in order are:
- Prepare by choosing a Name and Registered Agent
- File Certificate of Formation with the State of Virginia
- Apply for an EIN with the IRS
- Obtain an Operating Agreement
- Handle Ongoing Virginia Compliance and Maintenance
What are the benefits of setting up an LLC in Virginia?
An LLC (Limited Liability Company) is a fairly new business structure which combines the best aspects of two older structures. Corporations have existed since before the US existed, but require heavy maintenance such as quarterly meetings with officially recorded minutes, board approval and distribution of ownership, and more. On the other side of the spectrum is a sole proprietorship (or partnership if more than one person) that possesses tax benefits, but doesn't provide the owners with liability protection.
Combining the liability protection of a corporation and the tax benefits of a partnership, LLCs were created and slowly adopted by all 50 states between 1977-1998. This means that, as the owner of an LLC, you are not personally liable for any debts or obligations of the business. This can be a crucial safeguard for a sole proprietor, as transitioning to an LLC protects your personal assets, such as your home or savings, in the event that the business is sued or faces financial difficulties.
In addition to liability protection, an LLC helps establish credibility for your business. When you officially register your business as an LLC, you are signaling to the public that you are a professional and legitimate operation. This is especially important for a sole owner of a business as customers have more options than ever and are more likely to choose a company that feels more trustworthy. Any credibility you can build with your future customers is extremely important.
1. Choose a Name and Registered Agent in Virginia
The first step in setting up an LLC in Virginia is choosing a name for your business. The name you choose will represent your company and be used on all official documents, so it's essential to take the time to carefully consider your options.
It may seem tempting to have a very specialized name like "Irene's Virginia Ice Cream." However, if you're still iterating on your business offering or may expand, a somewhat generalized name may work in your favor. Don't fret too much as you can always change a Virginia LLC's name or use a nickname by filing a Virginia DBA. More on those post-formation options can be found under Step 5: Changes and Maintenance.
It's important to choose a name that is unique and not already in use by another business. You can use the Virginia Secretary of State's name check service to verify the availability of your desired LLC name. If you are having trouble accessing the name check service, you can also call the Virginia Secretary of State.
When choosing a name for your LLC, it's important to keep the following guidelines in mind:
1) LLC name must contain one of the following designators: Limited Liability Company, Limited Company, L.C., LC, L.L.C., or LLC
2) LLC name must be unique (to be confirmed using the name availability check website)
3) LLC name cannot use language that refers to a different business type (i.e., corporation, corp., incorporation,)
4) LLC name cannot represent a type of service it will not provide (i.e., banking, insurance, public service, trust, railroad, telephone, utility, water, sewer, engineer, architecture, land surveying)
5) LLC name must not include restricted words enumerated here (i.e., words “United States,” “national,” “Federal” and “reserve” may not be included in the name of a business entity that is engaged in the banking, loan, building and loan, brokerage, factorage, insurance, indemnity, savings or trust business.)
When choosing a name, it's also important to consider available domain names and social handles. One of our early customers owned austineventcollective.com as well as austineventcollective across every social platform. Unfortunately, someone in Virginia already had a registered "Austin Event Collective LLC" and rejected her filing.
If you’re not ready to file, it is possible to reserve your Virginia LLC's name before officially registering your LLC with the Virginia Secretary of State. Please note that this is an additional and separate cost from officially filing your LLC and only holds the name, so you have to decide whether reserving a name for a few months is a better option than simply setting your Effective Start Date for the future (more on this in Step 2).
Choosing a Registered Agent
The next step in setting up an LLC in Virginia is choosing a registered agent. This person or entity will be responsible for receiving official mail from the State of Virginia and legal documents on behalf of your business.
The Registered Agent for your LLC in Virginia must have a physical address in Virginia. PO Box addresses aren’t allowed.
It's worth noting that this information is considered a public record and may be accessed by anyone. This means that anyone can view the names and addresses of the managers or members of your LLC by requesting a copy of your Articles of Organization from the Virginia Secretary of State. If you are concerned about privacy, you may want to consider using a third party to act as a registered agent for your LLC rather than using your own personal information. This step helps protect your operator's and owner's privacy and shield your personal information from public view.
There are countless options for Registered Agent Service, but we believe BetterLegal provides the best value. Click here to sign up.
Some additional guidelines in Virginia for Registered Agents:The Registered Agent may be an individual or a registered entity in VA.
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Prepare and File the Virginia Articles of Organization
Once you have chosen a name and registered agent for your LLC, you'll need to file the Articles of Organization with the Virginia Secretary of State for a fee of $100 which is refundable and provide a digital, scanned, or wet signature of the organizer.
(a) Create an account at https://cis.scc.virginia.gov/Account/Register
(b) Fill out the online form for forming an LLC in VA.
2) By mail
(a) Use the prescribed form https://www.scc.virginia.gov/getattachment/6dffd2b0-e9b1-461e-af61-eb1ea11db866/llc1011.pdf
(b) Issue a check or money order amounting to $100 payable to State Corporation Commission
(c) Mail to:
State Corporation Commission
PO Box 1197
Richmond, VA 23218-1197
If filing online, Credit Card. If by mail: Check or money order.
The turnaround time for LLC formation in Virginia is advertised by the Secretary of State as one (1) minute after payment receipt if the filing has been submitted online. However, if the LLC application was filed by mail, it can take up to ten (10) to fifteen (15) days for the state to provide their feedback. Keep in mind that this can take longer based on state examiner’s workload at the time of filing. BetterLegal's internal experience with Virginia is twenty-four (24) hours from the time of payment receipt, as long as the filing request was received during BetterLegal's operating hours (Monday to Friday from 9 a.m. to 7 p.m. EST). Expedited services are not available for Virginia LLC formation.
Please note that the Secretary of State's office in Virginia is closed on weekends and state holidays. The office is open from 8:00am to 5:00pm, Monday through Friday.
Also note, that you should not apply for an EIN (Step 3) until Virginia has approved and delivered your Articles of Organization in case your LLC's name is rejected.
Setting a Future Effective Date
If you want to set a future "start date" for your LLC, this the date when you submitted your LLC application or a future effective date that may not be more than fifteen (15) days, but only if the submission method is via mail (cover letter indicating the delayed effective must be attached) in the State of Virginia.
In Virginia, you're required to provide Initial Registered Office (registered agent's address), Principal Office Address If you want your address information to be private rather than public record, make sure your Registered Agent allows for all addresses. BetterLegal's $90/year service provides full privacy.
State's Mailing Address: The Mailing Address may be located outside Virginia, but should be located in the United States.
The Manager's Information section of your LLC's Articles of Organization may include the names and addresses of the managers or members of your LLC. Here is extra information Virginia will want to know about your Managers:
1) Management Type - Is your LLC manager-managed or member-managed?
2) Manager's Name - It may be an individual or non-individual manager. Members and managers may be individuals, partnerships, corporations, and any other type of legal entity. However, for non-individual managers, there must be an authorized representative to sign the LLC's articles of organization.
3) Manager's Address - This may be a business or post office box address, especially if privacy concerns are an issue. Note that a document on file with the secretary of state is a public record that is subject to public access and disclosure.
Receiving your documents
After the Articles of Organization has been filed and accepted by the Virginia Secretary of State, the LLC is officially formed. Here's what Virginia will provide back to you based on your method of submission: If filed online, documents will be available on state website via account. if filed by mail, approved documents will be mailed to the return address.
The official deliverables will include: the following documents:
1) Three-page document, which includes: (a) receipt, (b) Certificate of Organization, and (c) copy of the approved Articles of Organization
2) A copy of Certificate of Organization (with state logo)"
You should keep a copy of the Articles of Organization for your records and use it to open a bank account, apply for business licenses, and conduct other business.
What if my filing is rejected?
If your filing is rejected, you'll receive information from the Virginia Secretary of State explaining the reason for the rejection. You can then make the necessary corrections and resubmit your documents. Regardless whether filed online or by mail, the document must be refiled.
Apply for an EIN from the IRS
Obtaining an Employer Identification Number (EIN) is a crucial step in starting an LLC in Virginia because banks require it to open a business bank account and the IRS requires it to pay taxes. So if you plan on making money, you'll need one. You don't need to employ anyone to need an EIN, it's simply a poor name choice by the IRS for what is essentially your LLC's Social Security Number or Tax ID.
An EIN is a unique nine-digit number assigned by the Internal Revenue Service (IRS) to identify a business for tax purposes and formatted as 12-3456789. EINs are free to get from the Internal Revenue Service's website, but can be tricky if you're not careful when answering their questions.
An EIN is a Tax ID for the federal government, it is not your Tax ID for the State of Virginia.
Here are some key points to keep in mind when obtaining an EIN for your LLC:
- A Sole Proprietorship's EIN cannot be transferred to your Virginia LLC.
- A Manager or Member must provide their personal information to link the EIN to your Virginia LLC.
- You cannot use an existing business' information for an EIN since a business doesn't have a Social Security Number.
- If you're not a US citizen that is in possession of an SSN, you will need to first obtain an ITIN before applying for an EIN through a paper filing.
- Once the EIN is obtained, it must be included on all federal tax returns and other documents that require the business's tax identification number.
- Keep a copy of the EIN confirmation letter for your records.
It's important to note that the EIN is for tax purposes only and does not give any rights or privileges to the holder.
The turnaround time for an EIN is instant and the fee is $0. However, the IRS’ website that generates EINs only works normal business hours EST, so it’s a good idea to plan ahead if getting this item is time sensitive. Also note, that you should not apply for an EIN until Virginia has approved and delivered your Articles of Organization in case your desired business name is rejected.
Obtain an Operating Agreement
An operating agreement is an important document for any LLC, as it lays out the rights and responsibilities of the members (owners), as well as the management structure of the LLC. It's not a mandatory document filed with the State of Virginia, but it's highly recommended to have notarized as it can help prevent disputes and misunderstandings among members later on.
While it's your preference to decide whether the Virginia LLC is manager-managed or member-managed, BetterLegal prefers to set up LLCs as manager-managed since an individual can be both a manager and a member. If a manager/member wants to become passive at a later stage of the company and the Operating Agreement is set up as member-managed, then it opens up a can of worms that could have been avoided by retaining the separation of duties from the beginning.
Here are some key points to keep in mind when creating an Operating Agreement for your LLC:
- Identify the members of the LLC and their respective ownership percentages.
- Outline the decision-making procedures, such as how many members must be present for a meeting to be considered quorate and how many votes are required to pass a resolution.
- Specify the process for admitting new members or removing existing members.
- Include information about how profits and losses will be distributed among members.
- Set out the procedures for amending the Operating Agreement and dissolving the Virginia LLC.
This is an important document for a Virginia Limited Liability Company and is too often overlooked or skimped on. If setting up a single-member LLC, be wary of professionals that charge hundreds or thousands of dollars for a single-page document. We have seen attorneys charge $3500 for a simple document providing zero ability for supporting multiple owners in the future. While you may start as a sole owner, that may not always be the case. It's best to plan ahead during these early phases before the grind of entrepreneurship sets in.
We've also seen instances where an individual helping with the business early on later claims ownership upon the business' later success. Never refer to someone paid or unpaid as a "partner" in public, especially if you don't have a signed and notarized Operating Agreement in place.
If you're setting up your Virginia LLC on your own and need an Operating Agreement, BetterLegal can provide one for a reasonable fee.
The Operating Agreement should be reviewed periodically and updated to ensure that it accurately reflects the current state of the Virginia LLC.
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State Compliance and Maintenance
As an LLC in Virginia, you'll need to comply with certain Virginia regulations.
This includes, but not limited to:
Commonly Asked Questions
Can I file an LLC in Virginia myself?
You can file an LLC in Virginia yourself by visiting the Virginia Secretary of State's website and submitting the necessary paperwork and fees. The process involves filling out the Articles of Organization and paying a filing fee. Additionally, you will need to choose a unique name for your LLC and appoint a registered agent for your business. Once you have completed the necessary steps and paid the filing fee, you can submit your application to the state for review and approval.
How much does it cost to file an LLC in Virginia?
The cost to file an LLC in Virginia is $100. This fee is for filing the Articles of Organization with the state and is refundable. You may also need to pay additional fees for obtaining a registered agent or for expediting the processing of your application.
Can you file an LLC in Virginia for free?
No, there is a fee to file an LLC in Virginia. The fee for filing an LLC is $100 and is refundable. You may also need to pay additional fees for obtaining a registered agent or for expediting the processing of your application.
How fast can you get an LLC in Virginia?
The turnaround time for LLC formation in Virginia is advertised by the Secretary of State as one (1) minute after payment receipt if the filing has been submitted online. However, if the LLC application was filed by mail, it can take up to ten (10) to fifteen (15) days for the state to provide their feedback. . This turnaround can take longer based on state examiner’s workload at the time of filing.
Can I file for an LLC in Virginia Online?
Yes, you can file for an LLC in Virginia online through the Virginia Secretary of State's website. The process involves filling out the Articles of Organization, choosing a unique name for your LLC, and appointing a registered agent. Once you have completed the necessary steps and paid the filing fee, you can submit your application to the state for review and approval.
What is the minimum number of members in a Virginia LLC?
The minimum number of members in an LLC is one. An LLC can have any number of members, and the members can be individuals or other entities such as corporations or other LLCs.
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