Many Virginia entrepreneurs choose to form a limited liability company (LLC) because of the many benefits of this business entity type. An LLC provides liability protection, for instance, so your assets are not at risk if your business is sued or cannot pay debts.
An LLC is a “pass-through entity” for tax purposes, meaning that the LLC itself is not taxed. Instead, income passes through the business to the LLC owners or members, who report it on their tax returns. LLCs also offer flexibility in terms of management and taxation.
Creating an LLC is relatively straightforward, but ensuring it’s done correctly is crucial to getting your Virginia business on the right foot. The most critical step is filing articles of organization.
What Are Articles of Organization for an LLC?
The articles of organization is a legal document filed with the State Corporation Commission to form an LLC officially. It will include your business name, address, registered agent information, and more, as detailed below.
First, Select a Registered Agent for Your Virginia LLC
Virginia requires LLCs to appoint a registered agent, a person or company authorized to accept and respond to official business correspondence, such as legal, tax, or financial documents.
The registered agent ensures all required notices and documents are received. In Virginia, the registered agent can be an LLC member, individual, or entity that meets state requirements. In Virginia, a registered agent must:
- Be 18 years or older
- Have a physical address in the state
- Be available during regular business hours
- Be registered to operate in the state, if it’s a business
Many business owners hire a registered agent service to ensure their LLC stays fully compliant and for convenience.
If you choose to be your registered agent, you must be at your registered agent’s address for all business hours. A registered agent service allows you to be wherever you need to be to run and grow your business.
How to Submit Articles of Organization in Virginia
To start, visit the Virginia State Corporation Commission and create an account to access the articles of organization online. To get started, click the green Register button from the homepage.
In Virginia, the articles of organization require the following information:
- LLC name
- Principal office address
- Registered agent information
- Registered office address
Once you have created an account, log in and select New Businesses from the Online Services menu.
Next, select limited liability company and articles of organization from the drop-down menus to start your online filing.
On the next screen, you’ll be prompted to enter your business contact information, business type, and the duration of the LLC.
The following screens will prompt you to enter your registered agent information, principal business address, and whether your LLC will be member-managed or manager-managed.
The last step in the online filing process is to review your entries to ensure they’re accurate. Then, enter an electronic signature and move to the payment screen.
You can also complete and submit a paper form if you wish to file by mail.
The filing fee is $100. You should receive confirmation in two to three days if you file online. The turnaround time for filing by mail is one to three weeks.
Some entrepreneurs hire an LLC formation service like ZenBusiness to handle this step, saving time and ensuring the process is done correctly.
Draft an Operating Agreement
Virginia does not require an operating agreement, but it’s a crucial document that defines members’ ownership percentages and profit allocations. Those are the two key elements, but it should also include the following:
- Each member’s rights and responsibilities
- Management structure and roles
- Voting rights of each member
- Rules for meetings and voting
- What happens when a member sells their interest, becomes disabled, or dies
You can find operating agreement templates online, but it’s best to have them drawn up or reviewed by an attorney. The language of an operating agreement is crucial and can often help determine how member disputes will be resolved. Here you can obtain a free operating agreement template for your Virginia LLC.
Contact Information for the Virginia State Corporation Commission
Virginia State Corporation Commission Website
Phone: (804) 371-9733
State Corporation Commission
P.O. Box 1197
Richmond, Virginia 23218
There’s only one way to create an LLC in Virginia: successfully filing articles of organization. If you make any mistakes, you’ll likely have to refile, so be sure to do it right the first time and set your business up for serious success!