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.
Please watch the video instructions below:
Virginia LLC - Formation Documents
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.
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.
Accepted Forms of Payment
Check or Money Order
Make Payable To
State Corporation Commission
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
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