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Why use UpCounsel to form an LLC in Virginia
Starting an LLC in Virginia with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Virginia with UpCounsel, the attorney you choose to help you will conduct a business name search for your Virginia LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the Virginia State Corporations Commission, your Virginia LLC has been formed and begins its existence as a Corporation entity.
Requirements for Forming a Virginia LLC
Choosing a Company Name for Your LLC
One of the first steps in the process of forming your Virginia Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. A professional LLC must contain the words "professional limited liability company" or the abbreviations "P.L.L.C.", "P.L.C.", "PLLC", or "PLC." The words "limited" and "company" may be abbreviated to "Ltd." and "Co.", respectively.
It must be distinguishable (not the same as or deceptively similar to) the name of an Virginia Limited Liability Company or foreign LLC reserved or registered and the words "Bank", "Banc", and "Bancorp", must be for a company that is a bank and must be approved by the Department of Banking.
Your LLC name may contain the name of one or more members.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Virginia Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Virginia.
Articles of Organization: When forming an LLC in Virginia, the Articles of Organization must be filed with the Virginia State Corporations Commission. Virginia state law requires that certain information be included in your Articles of Organization when forming your Virginia LLC.
This information mustinclude:
- The LLC's name and address.
- The LLC's purpose.
- The LLC's registered agent's name, address, and signature (accepting the position).
Additionally, a Virginia LLC formation generally requires inclusion and/or consideration of the following:
LLC Operating Agreement: Although the LLC Operating Agreement is not required with the Articles of Organization, it is a good idea for every LLC with more than one member to have one. The Articles of Organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. Virginia recognizes operating agreements as governing documents.
Membership: A limited liability company must have one or more members.
Eligibility Requirements: A natural person or an entity.
Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Organization or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.
Business Licenses: Business licenses and/or permits are required for most LLC's offering specific professional services. Contact the Virginia State Corporations Commission for specific licenses.
Resident Agent needed for a Virginia LLC
Remember every Virginia LLC must have a registered agent in the state, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The registered agent may be a full-time resident of Virginia or a business entity that has authority to transact business in Virginia. A physical Virginia street address is required of the registered agent.
Virginia State Corporations Commission
Once you create an LLC in Virginia, the Virginia State Corporations Commission will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Virginia State Corporations Commission.
Recurring Responsibilities and Duties for Virginia LLCs
Annual Registration Fees: Virginia requires LLCs to pay a $50 annual registration fee. The LLC's agent will receive a notice prior to the due date. If the annual fee is not paid by the due date, there is a $25 penalty. The Annual Report must be filed online at the State Corporations Commission's website.
Records: Each Virginia LLC must keep complete Corporation records open to inspection at its principal office.
Filing Fees for a Virginia LLC
The processing fee for the Articles of Organization is generally about $100. Also, the filing and reservation of the LLC's name is $10. These fees can change so it would be best to check with the Virginia State Corporations Commission on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.
Taxes for a Virginia LLC
A Virginia LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity", so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.
Virginia state law follows federal law for income tax purposes. Therefore if the LLC is classified as an association taxable as a corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Virginia as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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