Virginia keeps LLC upkeep simple: there is no annual report to write, just a flat $50 annual registration fee paid to the State Corporation Commission. Forming the company costs $100 for Articles of Organization, and Virginia has no newspaper publication step. The catch is that the SCC enforces that yearly fee strictly. Miss it long enough and the state cancels your LLC automatically, without any further action on its part.
Virginia LLC at a glance
Fees and deadlines from official state sources| Formation document | Articles of Organization (Form LLC-1011) |
|---|---|
| Filing fee | $100, online or on paper |
| Processing / expedite | LLC organizational documents are usually processed within 3 to 5 business days; paid Same Day and Next Day service is available |
| Annual report | No report; an annual registration fee of $50 is due by the last day of the month the LLC was organized or registered |
| State LLC tax | No separate state franchise or privilege tax on LLCs; income passes through to owners |
| Registered agent | Required, with a registered office in Virginia |
| Newspaper publication | Not required |
| Where to file | SCC Virginia LLC forms and online filing |
Step 1Pick a name the SCC will accept
Your LLC’s name must include “limited company” or “limited liability company,” or one of the abbreviations LC, L.C., LLC or L.L.C. It cannot contain “corporation,” “incorporated,” “Corp.” or “Inc.,” or anything else suggesting the business is a corporation or limited partnership. Names that suggest banking or trust services are restricted unless the company actually does that business.
The name also has to be distinguishable from names already on the SCC’s records. The SCC compares a “core name,” ignoring the entity designator and small words like articles and prepositions, so “Blue Ridge Bakery LLC” and “The Blue Ridge Bakery, L.L.C.” would likely be treated as the same. Check with the Name Availability search in the SCC’s Clerk’s Information System (CIS), explained on the SCC Business Entity Names page.
Not ready to file? You can reserve a name for 120 days for a $10 fee, and renew it during the 45 days before the reservation expires.
Step 2Name a Virginia registered agent
Every Virginia LLC must continuously keep a registered agent and a registered office in Virginia. The agent receives lawsuits and official notices and forwards them to the company. Under Virginia law, the agent can be:
- a Virginia resident who is a member or manager of the LLC, an officer (a designated employee) of the LLC, or a member of the Virginia State Bar, and whose business office is the same as the registered office; or
- a business entity authorized to transact business in Virginia, such as a commercial registered agent company.
That means you can only be your own agent if you live in Virginia and are a member or manager whose office matches the registered office address.
Step 3File your Articles of Organization
The Articles are short. Virginia law requires three items: the LLC’s name, the initial registered agent and registered office, and the principal office address (which does not have to be in Virginia). You may add other provisions, but most owners keep internal rules in an operating agreement instead.
You can file online through the SCC’s Clerk’s Information System or submit the paper Form LLC-1011. The fee is $100 either way, and the SCC accepts credit cards, business checks and personal checks. Your LLC legally exists once the SCC issues its certificate of organization, unless you ask for a later effective date.
Timing: the SCC says LLC organizational documents that have not been rejected before are usually processed within 3 to 5 business days. For an extra fee, the Clerk’s Office offers Same Day service for organizational documents received by noon and Next Day service for documents received by 4:00 p.m. The SCC also notes that a basic LLC formation can be completed in real time through SCC eFile Express without paying an expedite fee.
If your business provides licensed professional services, use the professional LLC form (LLC-1103) instead; it carries the same fee.
Step 4Pay the annual registration fee every year
Instead of an annual report, Virginia charges each LLC an annual registration fee of $50. The SCC sends an assessment, and payment is due by the last day of the month the LLC was organized or registered. Your first payment is due at the end of the twelfth month after the month you formed, so an LLC organized in March first pays by the end of the following March. You can prepay two or three years at once.
If you pay late, the SCC adds a $25 penalty. If the fee is still unpaid on the last day of the third month after the due date, the LLC’s existence is automatically canceled on that day, even if no notice reached you. A canceled LLC can apply for reinstatement within five years, but it must pay a $100 reinstatement fee plus every back fee and penalty.
Step 5Finish the rest of your setup
- Operating agreement. Write one even if you are the only owner. It is not filed with the state, but it sets out ownership, decision-making and what happens if a member leaves.
- EIN. Get a free Employer Identification Number from the IRS. You will need one to hire employees or open most business bank accounts, and Virginia Tax uses it for registration.
- Virginia Tax registration. If you will collect sales tax, owe use tax or withhold from employees’ wages, register your business online with Virginia Tax.
- Local licenses. Many Virginia cities and counties require a local business license. Contact the commissioner of the revenue or business licensing office where you operate.
What a Virginia LLC costs
| Articles of Organization (one time) | $100 |
|---|---|
| Name reservation (optional, one time) | $10 |
| Same Day / Next Day expedite (optional) | Extra fee set by the SCC |
| Annual registration fee (yearly) | $50 |
| Late payment penalty | $25 |
| Commercial registered agent (optional, yearly) | Varies by provider |
How Virginia compares
State filing fee to form an LLC, next to neighboring states. The national median is $100.
National median · Fees from each state's official sources; some states charge a different amount online or by mail. If you live and run your business in Virginia, forming your LLC in another state usually means also registering it here as a foreign LLC, so you pay both states' fees.
Virginia taxes for LLCs
Virginia does not impose a franchise tax or other flat state tax just for being an LLC; the annual registration fee is the only recurring SCC charge. Income generally flows through to the owners. According to Virginia Tax, a multi-member LLC is a pass-through entity and must file Form 502 (or Form 502PTET) each year if it does business in Virginia or has Virginia-source income. The return is due on the 15th day of the fourth month after the tax year ends, which is April 15 for calendar-year filers, with an automatic six-month extension to file. Single-member LLCs are not treated as pass-through entities for this return. Eligible entities can also elect to pay Virginia’s optional pass-through entity tax (PTET) on behalf of their owners. A tax professional can tell you which filings apply to you.
File it yourself or use a formation service?
Virginia’s Articles ask for very little, and filing online is quick, so many owners handle it themselves and pay only the state fee of $100. A formation service adds its own charge on top of that fee. In return it fills out the paperwork, often acts as your registered agent, and may send reminders for the annual fee. That can be worth it if you live outside Virginia, want your home address off the public record, or would rather not track deadlines yourself. The state treats your filing the same either way.
Virginia LLC FAQ
Does a Virginia LLC have to file an annual report?
No. Virginia charges an annual registration fee of $50 instead, due by the last day of the month the LLC was organized or registered.
What happens if I forget the annual fee?
A $25 penalty is added. If the fee remains unpaid at the end of the third month after the due date, the LLC is automatically canceled. Reinstatement is possible within five years for a $100 fee plus everything owed.
Do I need to publish a notice in a newspaper?
No. Virginia does not require newspaper publication when you form an LLC.
How fast can I form an LLC in Virginia?
Standard processing for LLC organizational documents is usually 3 to 5 business days. Paid Same Day and Next Day service is available, and the SCC says basic formations can be completed in real time through SCC eFile Express.
Can I be my own registered agent?
Yes, if you are a Virginia resident and a member or manager of the LLC whose business office is the same as the registered office.
Sources
- Virginia SCC: New Virginia entity fees
- Virginia SCC: Virginia limited liability company forms
- Virginia SCC: Annual registration fees
- Virginia SCC: Business entity names
- Virginia SCC Clerk’s Office: Expedited services and processing times
- Virginia SCC: Making online payments
- Code of Virginia § 13.1-1005: LLC filing fees
- Code of Virginia: Virginia Limited Liability Company Act
- Code of Virginia, LLC Act Article 9: Automatic cancellation and reinstatement
- Code of Virginia, LLC Act Article 11: Annual registration fees
- Virginia Tax: Register a business in Virginia
- Virginia Tax: Pass-through entities
- IRS: Get an Employer Identification Number