What Is an LLC in Virginia?

Establishing an LLC in Virginia is rather easy, straightforward, and cost-friendly. An LLC, also referred to as a limited liability company, operates essentially as a corporation, sole proprietorship, and partnership all in one. An LLC affords its members with limited liability, as they cannot be held personally liable for the company’s debts.

Doing Business as a Foreign LLC in Virginia

In order to conduct business within the State of Virginia, all foreign LLCs need to register in the state before conducting business in the state. Before registering, you’ll want to ensure that the name of your LLC is available in Virginia. If your LLCs name is not available, you’ll need to create a new name that will be used only in Virginia. Foreign LLCs are required to also assign a registered agent for legal service of process. The specific requirements when choosing a registered agent include: [1] the registered agent must be a resident of Virginia and a member or manager of the LLC; a member or manager of another LLC, general partnership, or limited partnership that, in turn, is a member or manager of your LLC; a director or officer of a corporation that is a member or manager of your LLC; a trustee of a trust that is a manager or member of the LLC; or a member of the Virginia State Bar or [2] a corporation sanctioned to conduct business in the State of Virginia.

Foreign LLCs will need to file Form LLC-1052, which is the Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company. The application can be filed online or through mail. The fee to file is $100. Along with the application should be a certified copy of the LLCs original articles of organization or comparable document from its home state. Such documentation must be less than one year old.

Steps to Forming Your LLC

Step 1

Naming your LLC is the first step in establishing your business. You’ll need to conduct some research to ensure that the name is not previously taken. Other guidelines, rules, and tips apply as follows:

  • The name must include LLC, L.L.C., or Limited Liability Company at the end of the business name.
  • Certain words are forbidden, including Bank, University, College, Attorney, Doctor, Treasury, etc. This is a rather simple concept to understand. Your LLC is not a financial or educational institution. You cannot include terms like “attorney” or “doctor” unless a licensed individual having such educational credentials are part-owners in the LLC.
  • The name must be available in the state of Virginia.
  • Ensure that the URL for your business name choice is available.
  • Business names can be reserved for up to 120 days for a $10 charge.
  • The reservation can be renewed for successive periods of 120 days, as long as you renew during the 45-day period prior to its expiration.
  • The name of your LLC must be written in English letters, Arabic numerals, or Roman numerals.
  • The name cannot include punctuation marks or symbols, i.e. dashes, question marks, colons, etc.

Step 2

Choosing a registered agent. This is a required step in the process. The registered agent will accept and send papers on your behalf, including annual filings as well as service of process in the event a legal battle ensues between you and another party. See above for additional requirements when choosing a registered agent.

Step 3

File the Articles of Organization. There will be a $100 fee when filing the articles of organization. It can take between 3-12 days to process your application, but can be done quicker for an additional fee. The following information will need to be included in this document:

  • The LLC name.
  • Number of shares that will be issued, and if more than one class or series of shares it to be issued, this information must be included. Keep in mind that a charter fee will apply here. This fee will depend on the number of shares being issued. For example, if you authorize one million or fewer shares, there will be a $50 fee for each 25,000 shares being issued. However, if you issue more than one million shares, there will be a flat fee of $2,500.
  • The registered agent name/address.
  • This document must be signed by one or more of the incorporators.

Step 4

Draft the operating agreement. This document, while not required in the State of Virginia, is highly advisable. The agreement outlines the ownership structure and daily operating procedures of your LLC. This document should be carefully drafted to include all important items regarding the operations of the LLC, accounting methods, and retention of records, as well as other important decisions to be made when developing your LLC.

Step 5

Obtain an EIN. You must obtain an EIN, or Employer Identification Number, for your LLC, which is a social security number for your business. An EIN is required to open a business bank account, for federal and state tax purposes, and must be done in order to hire employees. You can obtain an EIN from the IRS after forming your company. There is no filing fee. Obtaining an EIN can be done online or by printing and mailing the form.

Virginia LLC Taxes

LLCs in Virginia are treated as corporations, limited liability partnerships, and single-member LLCs. This means that LLCs in Virginia are subject to federal income tax classifications. The tax responsibilities your LLC will have depends on the type of taxation you opt to have for your LLC.

Frequently Asked Questions

  • Do I need to reserve a name?

Virginia doesn’t require that you reserve a business name; however, this option is available in the event that you aren’t ready to form your LLC just yet. Therefore, if you have the perfect name picked out that is available, you can reserve that name for a period of 120 days, in which you can renew for a fee.

  • Do I need to draft bylaws and submit to the State?

While this is not necessary, it is critical to draft your own by-laws as it will be the outline of your daily operations.

  • Does Virginia have publication requirements or follow-up filings?

No. Virginia doesn’t have a publication requirement nor does the State have follow up requirements.

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