Naming Requirements

The LLC’s business name must be different from all other business entity names registered or reserved with the Virginia Department of State, Corporations Bureau. The LLC’s name must include, at the end of the name, Virginia “Limited Liability Company,” (or “LLC” or “L.L.C.”) or “Limited Company” (or “LC” or “L.C.”). However, your new LLC’s name is not allowed to include the words “Corporation,” “Incorporated,” “Limited Partnership,” or the abbreviations “Corp.,” “Inc.,” “L.P.,” or “LP.” You can reserve an available LLC name for up to 120 days for a $10 fee, and the reservation can be renewed up until 30 days before the reservation expires.

State Timelines

The filing time is 7 business days, and can be expedited within 1 business day.

State Filing Fees

The filing fee is $100, and can be expedited for an additional $50.

Articles of Organization and Operating Agreement

 The articles of organization must be executed (signed) by a manager or other person who has been delegated the authority manage the LLC’s business. and delivered, along with a copy and the $100 filing fee, to the clerk of the State Corporation Commission. The articles must include:

  • The LLC’s name
  • The street address of the LLC’s principal office
  • The street address of the LLC’s registered office
  • The street address of the LLC’s registered agent
  • A statement that the registered agent is one of the following:
  • An individual who is a resident of Virginia and a member or manager of the LLC
  • A member or manager of a corporation that is a member of manager of the LLC
  • A general partner of a general or limited partnership that is a member or manager of the LLC
  • An in-state or out-of-state corporation authorized to do business in Virginia

Your LLC is considered officially “organized” once the original of the articles of organization are delivered with the fee to the State Corporation Commission. The articles are effective as of when they are filed or, if a specific date and time is indicated, the document is effective as of the specified date and time.

It can also list other items-even ones that are included in the operating agreement-if the members so desire, as long as they don’t conflict with state law.

The LLC’s second most important document is its operating agreement, which can be changed by the members as set forth by the agreement itself or applicable state law. Having an operating agreement is not legally required by the state, but it’s a vitally important internal document that sets forth how the LLC will run.

The operating agreement needs to list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.

The operating agreement may also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Usually, though, it does include operating constraints and allowances already contained in state law and policy. It also may contain constraints on the members’ authority to change or repeal the operating agreement or a provision thereof. If there is more than one member, the operating agreement must initially be unanimously approved in writing.

The LLC’s second most important document is its operating agreement, which can be changed by the members as set forth by the agreement itself or applicable state law. Having an operating agreement is not legally required by the state, but it’s a vitally important internal document that sets forth how the LLC will run.

The operating agreement needs to list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.

The operating agreement may also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Usually, though, it does include operating constraints and allowances already contained in state law and policy. It also may contain constraints on the members’ authority to change or repeal the operating agreement or a provision thereof. If there is more than one member, the operating agreement must initially be unanimously approved in writing.

Registered Agent

A Virginia LLC must have a registered agent in the state-someone to receive official state legal and administrative correspondence on behalf of the LLC. The registered office may be-but is not required to be-the LLC’s place of business. An LLC registered agent may be: an individual who is a resident of Virginia and a member or manager of the LLC; a member or manager of a corporation that is a member of manager of the LLC; a general partner of a general or limited partnership that is a member or manager of the LLC; or an in-state or out-of-state corporation authorized to transact business in Virginia.

Ongoing Filing and Compliance 

A Virginia LLC must have at least one member, and each member must be a natural person or a recognized business entity. A member can acquire an interest in proportion to their contribution, by the consent of the majority of the members in a member-managed LLC, or some other manner provided for in the articles of organization or operating agreement.

Becoming a member usually requires a contribution of cash, property, services rendered to the LLC, a promissory note or obligation to contribute one of these, or an assignment of a current member’s interest.

An LLC member can only resign as permitted in the certificate of organization or operating agreement, which usually specify a minimum amount of time before a member is allowed to resign

Unless the articles of organization or the operating agreement state otherwise, managers are to be elected by the members, and managers can be removed and vacancies filled by a majority vote of the members. Members’ votes are weighted proportionate to their contributions to the LLC

Dissolution

Virginia does not require an annual report from LLCs, but it does require a renewal fee of $50 per year, due by September 1.

Taxes

An LLC by its nature does offer some tax advantages over a corporation structure, including access to more deductions, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through entity” for tax purposes, meaning LLC owners report business profits and losses on their individual tax returns.

Special Requirements

None identified 

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