How to Form an LLC in Virginia (2026)
Reviewed by DocDraft Legal Team · Virginia · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in Virginia means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In Virginia you create an LLC by filing the Articles of Organization with the State Corporation Commission and paying a $100 filing fee. Two features shape the real cost of running a Virginia LLC. First, Virginia charges no annual franchise tax or income-based LLC tax, so the recurring state cost stays low. Second, Virginia does require a $50 annual registration fee to keep the company in existence, due each year by the last day of the anniversary month of formation. Virginia LLCs are governed by the Virginia Limited Liability Company Act in the Code of Virginia, Title 13.1, Chapter 12. This guide explains what an LLC is, the exact Virginia steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in Virginia
Where are you in forming your LLC?
DocDraft provides document preparation, not legal advice.
How do you form an LLC in Virginia?
File the Articles of Organization with the Virginia State Corporation Commission and pay the $100 filing fee. You must name a registered agent with a Virginia address who can accept legal papers. Online filings are typically processed in one to two business days, and the LLC exists once the Commission accepts the articles.
Does a Virginia LLC pay a franchise or annual tax?
No. Virginia charges no annual franchise tax and no income-based LLC tax at the state entity level. The recurring state obligation is a $50 annual registration fee paid to the State Corporation Commission to keep the LLC in existence. Members still report business income on their own federal and Virginia tax returns.
What is the Virginia LLC annual registration fee?
Every Virginia LLC owes a $50 annual registration fee to the State Corporation Commission. It is due each year by the last day of the month in which the LLC was originally formed. The fee keeps the company in existence, and missing it can lead the Commission to cancel the LLC's status.
Does Virginia require newspaper publication to form an LLC?
No. Virginia does not require an LLC to publish notice of its formation in a newspaper. This is unlike New York, Arizona, and Nebraska, where publication is a condition of forming or operating. In Virginia the Articles of Organization filing and the annual registration fee are all handled through the State Corporation Commission, with no separate publication step.
Virginia LLC formation at a glance
You form a Virginia LLC by filing the Articles of Organization with the State Corporation Commission for a $100 filing fee, which can be submitted online through the Commission's Clerk's Information System. What sets Virginia apart is what it does not charge. Virginia imposes no annual franchise tax and no income-based LLC fee, so unlike states such as California, a Virginia LLC has no minimum yearly tax simply for existing. The one recurring state cost is a $50 annual registration fee paid to the State Corporation Commission, due each year by the last day of the anniversary month of formation, which keeps the company in existence. Every LLC must name and continuously maintain a registered agent with a Virginia address who can receive lawsuits and official notices. Virginia does not require newspaper publication. You can reserve an available name with the Commission for a $10 fee while you prepare your paperwork. Online filings are typically processed within one to two business days. The governing statute is the Virginia Limited Liability Company Act, Code of Virginia Title 13.1, Chapter 12, sections 13.1-1000 and following.
Forming a two-owner Virginia LLC, step by step
Suppose two friends in Richmond want to open a small design studio as an LLC. First they search the State Corporation Commission's business entity search to confirm their name is available and includes a designator such as LLC, and they can reserve the name with the Commission for a $10 fee while they prepare paperwork. Next they appoint a registered agent: one owner lives in Virginia and agrees to serve, using a Virginia street address where legal papers can be delivered during business hours. They then file the Articles of Organization through the Clerk's Information System and pay the $100 filing fee. The LLC legally exists once the State Corporation Commission accepts it, typically within one to two business days for online filings. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though Virginia does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Finally they calendar the $50 annual registration fee, due each year by the last day of the month in which they formed the LLC. Virginia charges no franchise tax, so once the annual fee is paid the state obligation is met for the year.
Relevant Laws
Virginia Limited Liability Company Act (Code of Va. Title 13.1, Ch. 12, §§ 13.1-1000 et seq.)
The Virginia LLC Act governs the formation, management, and dissolution of every Virginia LLC. It sets who may form an LLC, the required contents of the Articles of Organization, the registered-agent requirement, and the default rules for member-managed and manager-managed companies. It is administered through the State Corporation Commission.
Code of Va. § 13.1-1011 (Articles of Organization)
Requires an LLC to be formed by delivering signed Articles of Organization to the State Corporation Commission for filing. The articles state the LLC's name, the name and address of its registered agent, and the address of its principal office. The filing fee is $100.
Code of Va. § 13.1-1015 (Registered agent)
Requires every Virginia LLC to designate and continuously maintain a registered agent in Virginia. The agent, an individual resident of Virginia or an authorized business entity, receives lawsuits and official notices for the company. The agent's Virginia address goes on the Articles of Organization.
Code of Va. § 13.1-1062 ($50 annual registration fee)
Requires each Virginia LLC to pay an annual registration fee of $50 to the State Corporation Commission. The fee is due each year on or before the last day of the month in which the LLC was formed. It keeps the company in existence, and failure to pay can lead the Commission to cancel the LLC's certificate of organization.
Code of Va. § 13.1-1013 (Name reservation)
Allows a person to reserve an available LLC name with the State Corporation Commission before filing. The reservation holds the name while you prepare your Articles of Organization. The reservation fee is $10.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member Virginia LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from Virginia's state filing requirements.
Regional Variances
How forming an LLC in Virginia differs from other states
No annual franchise or income-based LLC tax
This is the headline difference. Virginia charges no minimum annual franchise tax and no income-based LLC fee at the entity level. States like California impose an $800 minimum tax every year regardless of income, while a Virginia LLC owes only the $50 annual registration fee. Over the life of the company, this keeps Virginia's recurring state cost among the lowest.
Annual registration fee, not an annual report
Virginia requires a $50 annual registration fee under Code of Va. § 13.1-1062 rather than a detailed annual report. It is due each year by the last day of the anniversary month of formation. Many states require an information report instead, so the easiest way to fall out of good standing in Virginia is forgetting the flat fee.
No newspaper publication requirement
Virginia does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. A Virginia LLC is complete once the State Corporation Commission accepts the Articles of Organization, with no publication step.
Filed with the State Corporation Commission
Virginia routes LLC filings through the State Corporation Commission rather than a Secretary of State. Filings go to the Clerk of the Commission, and the online Clerk's Information System handles most submissions. Many other states call the office the Secretary of State or a Division of Corporations.
Formation document and fee
Virginia uses the Articles of Organization, filed for a $100 fee. Some states call the document a Certificate of Formation or Certificate of Organization, and filing fees vary widely from state to state. Virginia's $100 fee is a one-time formation cost, separate from the recurring $50 annual registration fee.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the State Corporation Commission's business entity search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Commission for a $10 fee while you prepare your Articles of Organization.
Appoint a registered agent
Before filing days after startingVirginia requires a registered agent with a Virginia address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Virginia, or a registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first.
File the Articles of Organization with the State Corporation Commission
To create the LLC days after startingFile the Articles of Organization with the Virginia State Corporation Commission through the Clerk's Information System and pay the $100 filing fee. The LLC legally exists only once the Commission accepts it. Keep the acceptance confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. Virginia's LLC act allows members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
Pay the $50 annual registration fee to the State Corporation Commission
By the last day of the anniversary month of formation, each year days after startingEvery Virginia LLC owes a $50 annual registration fee under Code of Virginia section 13.1-1062. Pay the State Corporation Commission each year on or before the last day of the month in which the LLC was formed. Calendar it so a lapse does not lead the Commission to cancel the LLC.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the State Corporation Commission's business entity search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Commission for a $10 fee while you prepare your Articles of Organization. | - | Before filing |
| Appoint a registered agent | Virginia requires a registered agent with a Virginia address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Virginia, or a registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first. | - | Before filing |
| File the Articles of Organization with the State Corporation Commission | File the Articles of Organization with the Virginia State Corporation Commission through the Clerk's Information System and pay the $100 filing fee. The LLC legally exists only once the Commission accepts it. Keep the acceptance confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. Virginia's LLC act allows members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| Pay the $50 annual registration fee to the State Corporation Commission | Every Virginia LLC owes a $50 annual registration fee under Code of Virginia section 13.1-1062. Pay the State Corporation Commission each year on or before the last day of the month in which the LLC was formed. Calendar it so a lapse does not lead the Commission to cancel the LLC. | - | By the last day of the anniversary month of formation, each year |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that legally separates the company from the people who own it. The owners, called members, are generally not personally responsible for the company's debts or lawsuits, so a business creditor usually cannot reach a member's home or personal savings. In Virginia, LLCs are created under the Virginia Limited Liability Company Act in the Code of Virginia, Title 13.1, Chapter 12. The structure pairs that liability protection with pass-through taxation and lighter paperwork than a corporation.
A sole proprietorship needs no state filing, but it also gives you no liability shield, so your personal assets are exposed to business debts. To get that protection in Virginia you file the Articles of Organization with the State Corporation Commission and pay a one-time $100 filing fee, which brings the LLC into legal existence. After that a Virginia LLC keeps a $50 yearly registration obligation, while a sole proprietor has no such state filing.
Virginia routes LLC filings through the State Corporation Commission rather than a Secretary of State, which is how most other states label the office. You create the company by submitting the Articles of Organization to the Clerk of the Commission, most easily through the online Clerk's Information System, with a $100 filing fee. The company exists once the Commission accepts the articles, not when you hit submit, so keep the acceptance confirmation.
Virginia sets the due date by your formation month rather than a fixed calendar date. The $50 annual registration payment is due on or before the last day of the month in which your LLC was originally formed, so an LLC formed in March pays by the end of March every year. Missing it can lead the State Corporation Commission to cancel the LLC, so calendar the deadline the day you form.
No. Virginia's formation cost is a flat $100 to file the Articles of Organization no matter how many members the LLC has, unlike states such as Tennessee that scale the filing fee per member. A single-member and a five-member Virginia LLC pay the same $100 to form and the same $50 annual registration fee afterward. Members still report their shares of business income on their own federal and Virginia tax returns.
Yes. You can reserve an available LLC name with the State Corporation Commission for a $10 fee while you prepare your Articles of Organization, which keeps another filer from taking it in the meantime. Before reserving, search the Commission's business entity records to confirm the name is free and includes a required designator such as LLC or Limited Liability Company. Reservation is optional, since you can also claim the name directly on your filing.
No. Code of Virginia section 13.1-1015 requires every Virginia LLC to name and continuously maintain a registered agent with a Virginia address, but you can fill that role yourself if you are a Virginia resident, or name a co-owner who lives in Virginia. Hiring a commercial registered agent service is optional and useful mainly for privacy or if no owner has a reliable Virginia street address. Attorney review of your formation paperwork is available through DocDraft if you want it.
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