How to form an LLC in Virginia
This Quick Start Guide is a brief overview of how to form an LLC in Virginia.
Virginia LLC Costs:
Virginia LLC cost: $100
Virginia LLC annual fee: $50
★ Check out Northwest vs LegalZoom
Before filing your Articles of Organization with the Virginia State Corporation Commission (discussed in the next lesson), you need to designate a Registered Agent for your Virginia LLC.
A Virginia Registered Agent is a person or company who agrees to accept legal mail (known as “service of process”) on behalf of your Virginia LLC in case your business gets sued.
The Virginia State Corporation Commission may also use your Registered Agent’s address as your LLC’s point of contact for official notices sent to your business.
As per Section 13.1-1015, your LLC’s Registered Agent must have a physical street address located in Virginia. A Virginia Registered Agent address can’t be a PO Box address.
Your Virginia Registered Agent should also be available (generally speaking) during normal business hours (9am – 5pm) in case Service of Process arrives. Service of Process for an LLC includes the delivery of legal documents such as complaints, summons, and subpoenas.
Additionally, if your LLC’s Registered Agent will be an individual person, that person must be a resident of Virginia.
Your Virginia LLC’s Registered Agent is a key component to how the court and legal systems work. By requiring all Virginia LLCs to have (and continuously maintain) a Registered Agent on file with the state, the delivery of legal mail and court documents can be properly tracked.
This is similar to how ‘certified mail return receipt’ works, but in the legal world, this is how process servers – (people delivering court and legal documents) – create a record that something was delivered.
Special offer: If you hire Northwest to form your LLC ($39 + state fee), they’ll include their Registered Agent service free for the 1st year.
Can I be my own Registered Agent in Virginia?
Yes, you can be your Virginia LLC’s Registered Agent, as long as you are a Virginia resident, a Member or Manager of the LLC, and have a street address located in the state.
You actually have 3 options when forming an LLC in Virginia:
Option 1: You can be your LLC’s Registered Agent in Virginia if you are an LLC Member or Manager. (are there risks?)
Option 2: Another LLC Member, LLC Manager, or employee of your LLC can be your LLC’s Registered Agent.
Option 3: You can hire a Virginia Registered Agent Service, also known as a Commercial Registered Agent.
Registered Agent Information is Public Record in Virginia
While you do have the option to be your Virginia LLC’s Registered Agent, you may not want to have your address listed in the public records.
The information you enter in your Articles of Organization becomes public record with the Virginia State Corporation Commission.
Not only is this information searchable by the public, but other websites download the state’s records and republish them on their own website. Then things begin to multiply as other public record websites take that same information and list it on their website again (and the process repeats itself).
Pretty soon your address is listed on various websites and people can easily find it by doing a google search.
There is a solution though if you’d like to keep your address off public records. We’ll discuss this below.
What’s the best Virginia Registered Agent to choose?
Option #1 You:
If you are a resident of Virginia, are an LLC Member or Manager, have a street address located in the state, are available during business hours, and don’t mind your address being on public record, then you can be your LLC’s Registered Agent.
Option #2 Another LLC Member, LLC Manager, or LLC employee:
An LLC Member, LLC Manager, or LLC employee can be your LLC’s Registered Agent. They also need to be a resident of Virginia, have a street address located in the state, be available during business hours, and don’t mind having their address being on public record.
Note: In Virginia, a friend or family member can’t be the Registered Agent for your LLC. You may have seen this as an option in other states, however, this isn’t allowed in Virginia.
(related article: LLC Member vs LLC Manager)
Option #3 Registered Agent Service:
If you don’t have a street address in Virginia (or you’d rather not use it for this purpose), you can hire a Commercial Registered Agent in Virginia.
Commercial Registered Agent in Virginia
Note: The terms “Registered Agent Service” and “Commercial Registered Agent” mean the same thing. We will use them interchangeably.
A Virginia Registered Agent Service specializes in receiving Service of Process (legal mail) on behalf of your LLC.
Most Registered Agent Services in Virginia cost between $100 and $300 per year.
The Virginia Registered Agent we recommend is Northwest Registered Agent ($125 per year).
Why we recommend Northwest Registered Agent
Northwest Registered Agent is our personal recommendation (and the service we use ourselves) because they’ve been in business for over 20 years, have great customer service, and they let you use their address in your entire LLC filing in order to keep your address off public record.
How to keep your address off public records:
Many filers in Virginia start businesses from their home. For this reason, it’s important to know that all addresses that are listed in your LLC’s Articles of Organization (Registered Agent Address and Principal Office Address) get listed on public records.
If you were thinking of using your home address, but would rather keep it off public records, you can hire a Registered Agent that will allow you to use their address throughout your Articles of Organization. Northwest Registered Agent offers this unique service at no additional cost. Their Registered Agent services are $125 per year and they’ll let you use their address throughout your Articles of Organization.
Any mail that is sent to your LLC will be scanned by them and uploaded to your online account.
Special discounted pricing for LLC University® readers
Northwest usually charges $100 + state fees to form an LLC. However, we’ve negotiated a discounted rate (60% off) for LLC University® readers.
Risks of being your own Registered Agent in Virginia
As mentioned above, you can be your own Registered Agent in Virginia.
Besides the address privacy we mentioned, are there any other risks to being your own Registered Agent?
In short, there are risks. They are not extremely likely to occur, but if they do, you could lose your liability protection and the Virginia State Corporation Commission has the power to administratively shut down your Virginia LLC if you’re not in compliance with the state laws.
This can happen if you don’t “continuously maintain” (always have) a Registered Agent on file, or if the State Corporation Commission is unsuccessful in reaching your LLC’s Registered Agent.
Additionally, if a process server (the person who delivers court documents and notices of lawsuits) is unsuccessful in reaching your Virginia Registered Agent (or is unsuccessful in serving your LLC through the State Corporation Commission), a court case can proceed in your absence and you might not even know about it. Or worse, the court could enter a default judgment against your LLC if you aren’t there to defend yourself.
A few reasons a process server might not be able to reach your Virginia LLC’s Registered Agent:
- you (another LLC Member, LLC Manager, or LLC employee) are not there during business hours
- you/they are on vacation or out of town
- you/they moved and you forgot to file a Change of Registered Agent with the Virginia State Corporation Commission
Next Step: Virginia LLC Filing Form (Articles of Organization)
Once you determine who will serve as your Virginia LLC’s Registered Agent, you can then proceed to the next lesson: Virginia LLC Filing Forms.
If you plan on hiring a Virginia Registered Agent Service (a Commercial Registered Agent), please do so before going to the next step. You’ll need their address for your Articles of Organization.
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Virginia SCC: Frequently Asked Questions on Registered Agents
Code of Virginia: 13.1-1015 Registered office and registered agent
Code of Virginia: 13.1-1016 Change of registered office or registered agent
Code of Virginia: 13.1-1017 Resignation of registered agent
Code of Virginia: 13.1-1018 Service on limited liability company