Virginia Filing Forms

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Virginia LLC Articles of Organization

How to form an LLC in Virginia
This Quick Start Guide is a brief overview of how to form an LLC in Virginia.

Detailed Lessons:
1. LLC Name Search
2. Registered Agent
3. Articles of Organization ← you are here
4. Operating Agreement
5. EIN Number

Virginia LLC costs:
State filing fee: $100 (one-time fee)
Annual fee: $50 (every year)

Need help?
Hire a company to form your Virginia LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(check out Northwest vs LegalZoom)

In this lesson, we will walk you through filing your Articles of Organization with the Virginia State Corporation Commission. This is the document that officially forms your Virginia LLC.

Virginia LLC State Corporation Commission

(Virginia Secretary of the Commonwealth, State Corporation Commission Building)

Please watch the video instructions below:


Video Transcript:

The following information is provided for educational purposes only and in no way constitutes legal, tax, or financial advice. For legal, tax, or financial advice specific to your business needs, we encourage you to consult with a licensed attorney and/or CPA in your State. The following information is copyright protected. No part of this lesson may be redistributed, copied, modified or adapted without prior written consent of the author. A Limited Liability Company is a hybrid between a Corporation and a Partnership. An LLC protects your assets in the event of a lawsuit. In order to form your LLC, you must file LLC Formation Documents with the State Corporation Commission. Once your documents are approved and sent back to you, your LLC is now in existence and authorized to do business in the State. We have spent considerable time to make the details of this video simple and easy to understand. However, we cover a lot of ground and you are going to a hear a lot of new terminology. We do recommend that after you watch this video, you watch it a second time in order to fully comprehend all the information provided. Please make sure you have watched the 1st Lesson on researching your LLC’s name. Your desired LLC name must be available for use before you proceed with filing your LLC Formation Documents. Your LLC is required to list a Registered Office and a Registered Agent within your LLC Formation Documents. The Registered Office is a physical address (it cannot be a P.O. Box) located in the State where your LLC is formed. A Registered Agent is a person or a company who agrees to accept legal mail and important documents on behalf of your LLC. The Registered Agent is located at the Registered Office and is generally accessible during normal business hours. In Virginia, you have 2 options for choosing a Registered Agent. The 1st option is to have one of the members of your LLC serve as the Registered Agent. The 2nd option is to hire a company as a Commercial Registered Agent which we’ll discuss in just a minute. In either case, the purpose of a Registered Agent is to designate someone to accept Service of Process on behalf of your LLC. “Service of Process” is the delivery of legal mail and important documents sent from the State or a law firm to your LLC. Important documents from the State can include items such as annual registration notices, payment reminders, and copies of formation documents. Legal documents can include items such as subpoenas and/or complaints for legal action. The purpose of a Registered Agent and the Registered office is to be a “point of contact” for the State and to accept Service of Process for your LLC. If you don’t have an address in the State that you can use, or you don’t want to serve as your LLC’s Registered Agent, you should hire a Commercial Registered Agent. A Commercial Registered Agent will receive important documents on behalf of your LLC and then forward them to you at any address you like. Using a Commercial Registered Agent may also help protect your privacy as the information listed in the LLC Formation Documents may become public record. A Commercial Registered Agent is a company that specializes in receiving Service of Process on behalf of businesses nationwide. They typically charge between $100-300 per year. If you decide to use a Commercial Registered Agent, we recommend called Northwest Registered Agent, LLC. They have been in the business for more than 2 decades and they have built up a solid reputation in the industry. Their fees are among the most affordable, and their support is top notch. We’ve joined forces with them in order to provide Registered Agent services nationwide to our clients. There’s a link below this video where you can find instructions on how to sign up for their Registered Agent services. Now, let’s discuss your LLC Formation Documents. The name of the LLC Formation Documents for the State of Virginia is called the Articles of Organization. This document is not complicated and contains basic information, including listing your Registered Office and Registered Agent. We will walk you through the details of the Articles of Organization in just a moment and we will make sure that you get it filled out correctly. Once your Articles of Organization are completed, you will need to submit them to the State along with the filing fee. The filing fee for forming an LLC in Virginia is $100. You will find the accepted forms of payment and the address where to send your Articles of Organization to below this video. When submitting your Articles of Organization to the State, it must contain original signatures. The State will not accept a photocopy of your Articles of Organization. It is a good idea, however, to make a copy of your Articles of Organization. Keep that copy with your business records and then send the original to the State. Once you mail the filing fee of $100 along with your Articles of Organization, the State will review and process your paperwork. If there are any issues, the State will mail back a letter with instructions on what needs to be corrected. If there are no issues with your filing, the State will mail back a Certificate and a Receipt in approximately 10-15 business days. The Certificate and the Receipt will be mailed to your Registered Agent. The Certificate is a document stating that your LLC is now authorized to do business in the State. The Receipt shows proof of payment and also contains your State Corporation Commission ID Number (also known as your SCC ID Number). This is a number that is unique to your LLC that you will need when filing taxes and pain your Annual Registration Fee. We’ll discuss the Annual Registration Fee in just a minute. Do not order your EIN (also known as your Federal Tax ID Number) or start to use your LLC for any business purposes until your LLC has been approved. Although Virginia send you a Certificate and the Receipt, they do not send back a copy of your Articles of Organization. Because of this we recommend you obtain a Certified Copy of your Articles of Organization when you mail your paperwork. A Certified Copy will likely be needed when your LLC opens a bank account, purchases real estate, and obtains business licenses and permits. It may also be required by other institutions depending on your type of business. In order to obtain a Certified Copy, you must submit a written request to the State along with an additional $3.50. We’ve made this step easy for you and have prepared a Request for Certified Copy, which you can download below this video. You will need to fill out the request for Certified Copy and then mail it along with your paperwork. You can just send 1 payment for both the LLC filing fee and the Certified Copy together. This means your check or money order will total $103.50. As part of the ongoing requirements for your LLC, Virginia requires that you pay an Annual Registration Fee. The Annual Registration Fee is $50, and it will first be due 1 year after your LLC’s approval. It will be due before the last day of your anniversary month. Your anniversary month is the month shown on your Certificate. For example, if the approval date of your LLC was May 15th in 2015, your 1st Annual Registration Fee is going to be due before May 31st of 2016. Then, your Annual Registration Fee must be paid every year going forward. It will also be due before the last day of your anniversary month. For example, again let’s say your LLC was approved on May 15th 2015, your 1st Annual Registration Fee which we mentioned before is going to be due before May 31st 2016. Then, the 2nd Annual Registration Fee will be due by May 31st of 2017. Then, your ongoing Annual Registration Fees will be dues each year moving forward and must be paid before May 31st. Every year, the State will send you a Payment Voucher approximately 2 months before your payment is due. The Payment Voucher will be sent to your Registered Agent, and it will include instructions for mailing your Annual Registration Fee. Even if the State does not send the Payment Voucher, you are still responsible for paying the Annual Registration Fee. If you do not receive the Payment Voucher from the State, you should contact them at the number below this video. Failure to pay your LLC’s Annual Registration Fee on time will result in late fees. Even worse, the State will dissolve (or shut down) your LLC if you are more than 3 months late. We don’t mean to scare you, but this is a State requirement and Virginia does take it seriously. All right, let’s get started with your Articles of Organization. We are now ready to fill out the Articles of Organization. You can download this document below the video. Let’s get started. Here we are inside the Articles of Organization. This is a 2-page PDF document. The 1st page is the actual Articles of Organization, and page 2 is the instructions. Feel free to read through the instructions if you’d like, but we’ve already covered this the information in the video. The form you’re looking at can be filled out on the computer, or it can be printed out and then filled out by hand. If you fill it out by hand, please use blue or black ink, and make sure to print the document on white paper that is letter-sized (that’s your standard 8-and-a-half-by-11 inches). Please note that I have a professional version of Adobe Acrobat. You may just have a simple version called Adobe Reader and you may not have as much functionality in order to edit and type inside the document. No worries, if that’s the case, simply print out the document and fill it out by hand. All right, let’s get started. To save time, I’ve already filled out this document. Let’s review each section together. Under No. 1, you’re going to list the name of your LLC. Make sure to include the abbreviation “LLC” or “L.L.C.” at the end. You can see In this example I’ve used a comma, but the comma is not required so it’s a personal preference (you use one if you’d like, or you can leave it out if you prefer). Now obviously, my name is not John Doe but I’m just painting an example here so that you can relate when filling out your documents. Right here it says “The name of the limited liability company’s initial registered agent is”, in this case, I myself am going to be the Registered Agent for this company. Remember, your Registered Agent must be a member of the LLC, or, must use a Commercial Registered Agent. In just a second, I’ll show you another document that will be filled out if you’re using a Commercial Registered Agent. Under 2B, because our Registered Agent is a person in this case, we’re going to select No. 1 which is an individual who is a resident of Virginia, and, you’re going to check off the 1st box (“is a member or manager of the limited liability company”). You can leave all the rest of the checkboxes unchecked, and you can skip over No. 2 as well. 3A (“The limited liability company’s initial registered office”), in this case the Registered Office is going to be my address, so I’m going to enter my address here. In 3B (“the registered office is located in the county of or in the city of”), in this case this address in the county of Chesterfield. Please double-check your address, and make sure to list its county or its city. No. 4, this might sound a little bit confusing for this example, but the Limited Liability Company’s Principal Office Address, you can see here in 3 that “VA” is automatically placed inside. That means the Registered Office cannot be outside the State of Virginia, but if your business happen to have an address that was outside the State, you could fill that in here, but, most of our customers will be inside the State so, in this example this is going to be my address (again, the Principal Office Address of the LLC). Then at the bottom, underneath “Organizers”, where it says “printed name”, I’m going to fill my name in. I’m going to put today’s date, and then I’m going to list a phone number. You can see this is just sample information; the phone number is optional, but you can include it in case there’s any issues with the filing (the State will be able to call you and you can resolve them quickly). Now, let’s look at the Articles of Organization if you’re going to be using a Commercial Registered Agent. Let me switch over to my other window here. In Section 1, we’re going to list the name of the LLC (that’s the same). In Section 2, (“The name of the limited liability company’s registered agent is”), in this case (well, for this example rather), let’s say it was Northwest Registered Agent LLC. Then, 2B (well, 2B sub 1), I’m going to leave blank because this is not an individual, but under 2 I’m going to check off “a domestic or foreign stock or non-stock corporation LLC, etcetera, that’s authorized to do business in Virginia”. Then, 3A, I’m going to list the address for Northwest Registered Agent as well as fill in the county or the city. No. 4, I’m going to list the LLC’s Principal Office Address, and In this case this is my address at 123 East Main Street. Same thing here goes at the bottom (I’m going to list my name, put the date, and put my phone number). And then once I print this document out, I’ll simply just sign here where it says “signature”. Let’s go back to our 1st document, and let’s just do a quick run-through. No. 1 is the name of the LLC. No. 2 is the name of the individual person who is a Registered Agent, or it’s the name of the company that is a Registered Agent for your LLC. Remember, if it’s an individual person, they must be a member of the LLC. In this case, I’m going to go ahead and check off “member”. If it was a company, I would not check that off, and I would just check off 2 down here. Then, 3A, you’re going to list the address of the Registered Agent, and then the county or city in which the address is located. Then in No. 4, you’re going to list the Principal Office Address of the LLC. This could be your home or it could be a business location, it doesn’t really matter (whatever address you’d like to use for your LLC). Then under “Organizers”, you’re going to print your name, put in today’s date, list your telephone number if you’d like, print the document and sign it. 1 question that people do ask is whether they can forward- or backward-date this document. You cannot forward- or backward-date this document about more than 1 week, so make sure to this just date the document (you know, the date you put it in the mail is okay). Now, there is 1 small variation to that. If you do happen to be filling out this document in the month of December (and you don’t need your LLC to be operational in December), then we recommend waiting until January before you file this document. If your LLC is approved in the month of December, you may have additional tax obligations and it might just be a little bit of a headache, so we recommend waiting until January if you can. That’s it. Pretty simple, just 1 page. Again, just fill this out, print it out, sign at the bottom, you can fill it on the computer, or you can fill this all in by hand, mail those along with your filing fee, and you’ll receive back your Certificate and your Receipt (and a Certified Copy if you ordered 1) in about 10-15 business days. And that concludes this Lesson.
Need to save time? Hire a professional to form your LLC in Virginia:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(check out Northwest vs LegalZoom)

Northwest Registered Agent

If you need a Registered Agent in Virginia, we recommend Northwest Registered Agent ($125 per year).

Northwest has been in the business for over 20 years and they have great customer support. Any mail that is sent to your LLC will be scanned by them and uploaded to your online account.

Downloads

Articles of Organization (PDF)

Request for Certified Copy (PDF)

Request for Certified Copy (Word)

Virginia LLC Filing Fee

The Virginia LLC filing fee is $100.

This is a one-time fee to create your LLC.

Note: The “LLC filing fee” (the fee to create a Virginia LLC) is the same thing as the “Articles of Organization fee”. The Articles of Organization is the document, that once approved by the State Corporation Commission, creates your Virginia LLC.

Certified Copy

$3.50

Accepted Forms of Payment

Check or Money Order

Make Payable To

State Corporation Commission

Filing Instructions

Mail your Articles of Organization, your Request for Certified Copy and your check or money order for $103.50 made payable to the “State Corporation Commission” to:

Clerk of the State
Corporation Commission
PO Box 1197
Richmond, Virginia 23218-1197

State Contact Info

Phone: 804-371-9733 (option 2, then option 6 = general help)
Hours: M-F, 8:15am – 5:00pm ET
Email: [email protected]
Website: http://www.scc.virginia.gov/contact.aspx

Expected Approval

10-15 business days.

Next Step

Once your LLC is approved you can proceed to Lesson 3: LLC Operating Agreement.

Matt Horwitz
Founder & Educator, LLC University®
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! LLC University® teaches people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your business journey.
Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

12 Comments

  1. Deron Bush September 25, 2017

    If my business is an online business and has a virtual address can I use that as the principal office address?

    reply
    • Matt Horwitz September 26, 2017

      Hey Deron, yes, you can use a virtual office address for the principal office address.

      reply
  2. Vicky Smallwood April 26, 2018

    Hello, please I would like to know if I want business online, what other permit do I need in the State of Virginia?

    Thanks

    reply
    • Matt Horwitz April 29, 2018

      Hi Vicky, since there are 20,000+ licensing jurisdiction in the U.S., we don’t have all the details on our site. You’ll need to get in touch with your county, city, or town. You can also use a professional company (like IncFile). They can do the research and/or prepare the applications for you. Hope that helps and thanks for understanding.

      reply
  3. Jo May 9, 2018

    Hi Matt, you have done such an amazing work here!!

    I just filed for my LLC through your links and got the Certificate of Organization (PDF) right away after I paid the $100.

    On the filing instructions, you say: “Mail your Articles of Organization, your Request for Certified Copy and your check or money order for $103.50…” do I have to pay again the $100 again or just $3.50 for the certified copy?

    Thanks a million!

    reply
    • Matt Horwitz May 16, 2018

      Hey Jo, awesome! So great to hear. You don’t have to get a Certified Copy (of your Articles of Organization) after your Virginia LLC is approved, but if you’d like to, you can contact the Virginia SCC. Hope that helps.

      reply
  4. Carl Williams July 20, 2018

    These videos are so awesome thank you very much. You have made it so easy for people to become free of working for others and starting your own Thank You .. My question is do i have to include my Operating agreement in my initial formation documentation? or does that happen after ive received confirmation the my llc is registered?

    reply
    • Matt Horwitz August 12, 2018

      Hi Carl, you’re so very welcome! The Operating Agreement is not included in the Articles of Organization, but rather it is separate. It’s also an internal document, meaning you don’t need to send it to the state. You can create it either before or after the LLC is formed. Hope that helps.

      reply
  5. Bia November 24, 2018

    Dear Matt. Thank you for this guide. Your videos are very helpful.
    I want to form an Single Member LLC in Virginia (and today is 24th Nov). You mentioned that if you are forming LLC in November or December, it is advisable to delay it by Jan. Can you please explain why is it advisable to delay it till jan? What will be the cons of doing it right now? Probably, i will not be making any sale during first month but I will be able to get bank account and paypal account before Jan, if I do it right now.. What do you suggest? Should I wait for Jan or make an LLC in Dec?
    Thanks

    reply
    • Matt Horwitz November 24, 2018

      Hi Bia, you’re very welcome! Sometimes there are tax filings due (even if no money is due) for an LLC that’s open during a taxable year (in this case, the 2018 tax year). That’s why some push it to January. I know if there is no income or expense, you won’t have a federal filing obligation, however, I’m not sure about any state or local filings. You’d have to check with an accountant on that. If you were to mark your LLC effective January 1st, you can still obtain your EIN and open an LLC bank account. On the EIN Online Application, it’ll ask for the “LLC start date”. You can enter January 2019 there. Then with your approved Articles of Organization and EIN Confirmation Letter from the IRS, you should be able to open an LLC bank account. Just call ahead of time and speak to the branch manager, letting them know the details. Hope that helps.

      reply
  6. Joycelene Tetteh February 18, 2019

    This site is extremely helpful! Thank you so much for creating it. I’ve created a single member LLC and I currently the 100% owner. I would like to add my Mother to the company as the majority owner because she is investing in the business. How would I go about doing that and what forms/fees would be associated in doing so?

    reply
    • Matt Horwitz February 18, 2019

      Hi Joycelene, you’re very welcome. Thanks for the awesome comment! Since the Virginia LLC Articles of Organization doesn’t ask for LLC Member info, you don’t have to file any amendments with the Virginia State Corporation Commission. Instead, it’s internal procedures, updating the IRS, and adding her to the LLC bank account. It’s best practice to hire an attorney as there are many steps, but here is the overview. You’ll need to transfer a portion of your LLC membership interest via an Assignment of Membership Interest Agreement. Then you’ll amend your LLC Operating Agreement. Then you’ll need to file Form 8832 with the IRS electing to be taxed as a Partnership (as opposed to a Sole Proprietorship, since there will be 2 Members now). You’ll then want to go to the bank to add your mother to the account. You may also need to update the Virginia Department of Taxation. As an alternative, you could also consider dissolving your existing LLC and starting a new LLC with your mother. In certain situations, that may be easier. Hope that helps!

      reply

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