How to Form an LLC in Virginia

Looking for corporation guidance? Jump to the Virginia corporation guide for stock/nonstock and benefit entities.

Overview & statutory map

The Virginia Limited Liability Company Act (Va. Code § 13.1-1000 et seq.) plus the Protected Series provisions (§§ 13.1-1088 through 13.1-1099.20) govern formation, governance, conversions, protected series, and dissolution. SCC Business Entity Services is the filing office and enforcement authority.

Article	Section range	Why it matters
Article 1 – General	§§ 13.1-1000–1009	Definitions, naming standards, and judicial venue rules; controls every other article.
Article 2 – Formation	§§ 13.1-1010–1017	Articles of organization requirements, service of process, organizer authority.
Article 3 – Members	§§ 13.1-1021–1035	Admission, contributions, distributions, default voting if your operating agreement is silent.
Article 4 – Managers	§§ 13.1-1036–1039.1	Management structures, fiduciary duties, agency, and information rights.
Article 7 – Registered office/agent	§§ 13.1-1018–1020	Qualification of registered agents, change filings, and automatic resignation mechanics.
Article 12 – Foreign LLCs	§§ 13.1-1051–1060	Certificate of registration, withdrawal, and penalties for transacting business without authority.
Article 16 – Protected series	§§ 13.1-1088–1099.20	Formation, asset partitioning, and dissolution of protected series within a Virginia LLC.

Pre-formation checklist

Confirm the following before touching the SCC CIS filing system.

Item	What to decide
Entity type	LLC vs corporation vs business trust vs PLLC/PC. Consider investor expectations, QSBS eligibility, and whether a professional board requires a PLLC or PC.
Name clearance	Run the SCC CIS name search; plan for assumed names if branding differs by county; reserve name (LLC-1013.1) if you need a hold.
Registered agent	Choose a VA resident member/manager/officer, a VA attorney, or an SCC-authorized business entity. Confirm street address and 9–5 availability.
Ownership & management	Allocate membership interests, vesting schedules, manager authority, and whether any protected series will have dedicated members.
Tax classification	Single-member (disregarded) vs partnership vs S election vs C election; model how VA’s PTE regime or CNIT interacts with your federal plan.
Local licensing	Inventory city/county BPOL taxes, zoning approvals, health permits, contractor licenses, and professional board filings required before opening doors.

Professional & licensed businesses

Attorneys, CPAs, health-care providers, engineers, and other licensees can organize as an LLC, but the licensing board may require PLLC filings, professional liability endorsements, or prior approval. Compare PLLC requirements with professional corporations in the corporation guide before choosing format.

Foreign owners & interstate operations

Non-U.S. members should plan for withholding on effectively connected income, FIRPTA for real estate dispositions, and potential branch profits tax. Cross-border structures often require blocker corporations or treaty planning—coordinate before signing real estate contracts.

LLCs operating outside Virginia must foreign-qualify in those states. Similarly, out-of-state LLCs doing business in Virginia need a certificate of registration (LLC-1052), registered agent, and annual $50 fee. Failing to qualify voids contracts and bars court actions until cured.

Formation steps

Articles of organizationFile LLC-1011 online for $100: name, RA/office, principal office, optional management statement, protected series authorization, and organizer signature. The SCC certificate arrives by email.

Registered agent disciplineConfirm your agent meets § 13.1-1015 criteria and understands that resignation leaves only 30 days to appoint a replacement before the SCC cancels the LLC’s registration.

Operating agreement draftCapture governance, economic terms, fiduciary limits, and any protected-series mechanics. Banks, investors, and courts rely on this document.

EIN & tax accountsSecure the EIN, register with Virginia Tax (VATAX) for sales/use, withholding, employer tax, and evaluate a pass-through entity tax election if multi-member or S-elected.

Foreign owners must address ITIN applications, FIRPTA withholding for real estate, branch profits tax exposure, and treaty planning before signing the articles—structuring mistakes are expensive to unwind.

First 90 days checklist

Day 1–15Hold organizer/member meeting, approve the operating agreement, issue membership interests, sign IP assignments, and adopt banking resolutions.

Day 16–30Open bank accounts, enroll in VATAX, set up payroll and unemployment if hiring, and obtain city/county business licenses or BPOL registrations.

Day 31–60File local zoning/occupancy certificates, bind insurance (general liability, professional, cyber), and confirm workers’ comp policies if you have three or more employees.

Day 61–90Create a compliance calendar for annual fees, estimated tax payments, PTE election deadlines, and BOI status reviews; prepare internal ledger for series accounting.

Operating agreement & series governance

Clauses I always explain to clients:

Management & voting: Define which decisions require unanimous consent (admitting new members, dissolving, series creation) versus majority, and specify manager/officer authority.
Economic terms: Targeted capital accounts, preferred returns, distribution waterfalls, and series allocations to keep tax lawyers happy and auditors calm.
Transfer & buy-sell: Drag/tag rights, right of first refusal, mandatory redemption on death/disability, and deadlock resolution to avoid chancery litigation.
Fiduciary modifications: Virginia permits reasonable limitation of duties—make clear when managers can pursue outside opportunities and how conflicts are disclosed.
Noncompetition & restrictive covenants: Narrow geographic/scope to survive Virginia’s reasonableness test; tie to severance and buy-out mechanics.
Series governance: Document how each protected series is created, who runs it, and what happens if accounts are commingled or assets move between series.

Series LLCs & business trust alternatives

Virginia’s protected-series statute lets an LLC isolate assets, but the shield only works if each series behaves like a separate business. Maintain separate ledgers, bank accounts, insurance endorsements, leases, and contracts for each protected series. Clearly label property records and digital assets with the series name.

Protected series example

Three rental properties can live inside one umbrella LLC with three protected series: Series A (Arlington condo), Series B (Richmond duplex), Series C (Norfolk storefront). Filing cost: $100 for the LLC + $50 per series; annual: $50 × 4.

Compare that to three separate LLCs at $100 each to form and $50 each annually. Some lenders, however, still demand standalone LLC borrowers, so budget for the conservative path if financing is imminent.

Business trust alternative

Funds and multiseries asset managers often prefer a Virginia business trust (Title 13.1, Chapter 12.1). Trustees owe fiduciary duties similar to directors, but lenders recognize the structure more readily.

Lifecycle filings & annual maintenance

Action	SCC form	Fee	When practitioners file it
Name change / amendment	LLC-1014	$25	Rebranding; requires updates with banks, DMV, tax accounts.
Articles restatement	LLC-1017	$50	After multiple amendments or when adding protected-series provisions.
Registered agent/office change	LLC-1016	$25	When agents resign; file before the 31-day clock runs out.
Conversion to corporation or business trust	LLC-1018.1	$100	Investment rounds that require stock or trust certificates.
Certificate of cancellation	LLC-1050	$25	After filing final returns and winding up.
Reinstatement	LLC-1011.1	$100 + missed fees	Undo administrative termination before financing or sale.

Annual series health check

Verify all protected series appear on the SCC register and fees are paid.
Confirm each series maintains separate books, bank accounts, insurance, and contracts.
Update ledgers if assets moved between series or were sold.
Ensure leases, deeds, and financing statements reference the correct series name.

Taxes & PTE election

Virginia’s pass-through entity (PTE) tax allows partnerships, S corps, and multi-member LLCs to pay tax at the entity level and provide owners with a credit. Coordinate with a CPA—PTE elections interact with nonresident withholding, composite returns, and credit-for-tax-paid rules in other states. It is not available to C-corp–elected LLCs.

Single-member LLCs remain disregarded unless they elect S or C status; remember that payroll taxes and Virginia unemployment thresholds apply even if the entity is disregarded federally.

CTA, packages & pitfalls

As of March 26, 2025, FinCEN’s interim final rule treats domestic Virginia LLCs as non-reporting companies. That could change—political and judicial challenges are ongoing. Foreign-formed LLCs registering in Virginia still file BOI reports within 30 days of SCC registration unless another exemption applies. Reconfirm BOI requirements before closing transactions or restructuring ownership.

Common pitfalls (law-office perspective)

Piercing the veil: Commingled funds, undocumented insider loans, or ignoring the operating agreement invite chancery courts to disregard the LLC. Keep capital reasonably proportional to liabilities and record related-party deals in writing.

Tax misalignment: Your operating agreement must match the election you file. Targeted capital accounts and distribution waterfalls for a partnership do not automatically work once you elect S-corp status.

Foreign qualification blind spots: Signing contracts or hiring employees in other states without registering exposes you to penalties and bars you from state courts. Budget for multi-state registration if you operate interstate.

Registered agent complacency: Discount RA services sometimes forward service of process slowly. If you name yourself but travel often, you risk missing lawsuits or SCC notices. Budget for a reliable agent with E-service capability.

My Virginia LLC packages

Standard · $445

SCC name clearance and LLC-1011 preparation/filing (state fee included).
Single- or multi-member operating agreement template tailored to Virginia statute.
EIN assistance, compliance calendar, and one-on-one onboarding call.

Professional · $895

Everything in Standard plus custom operating agreement drafted personally by me.
One year of Virginia registered agent service and banking resolution set.
Local license/BPOL research and 45-minute tax structure consult.

Premium · $1,650

Custom OA with series/professional clauses, buy-sell provisions, and estate planning hooks.
3-year registered agent service, first annual registration filing, and quarterly compliance check-ins.
Protected-series implementation or foreign qualification planning, plus 60-minute strategy session.

Add-ons

Virginia registered agent renewal	$150/year
Annual registration filing service	$120/year + SCC fee
S-corp or PTE election prep	$250
Foreign qualification (per state)	$475 + state fees

Contact: owner@terms.law. I respond personally within one business day.

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