How to Form an LLC in Virginia: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You form a Virginia LLC by filing Articles of Organization (Form LLC-1011) with the Virginia State Corporation Commission and paying the $100 filing fee. File it online through the Clerk's Information System for the fastest processing. You must appoint a Virginia registered agent, and each year you pay a $50 annual registration fee to keep the LLC in good standing - Virginia does not require a separate annual report.

Quick Answer

Form: Form LLC-1011, Articles of Organization
Filing fee: $100 (2026), to the State Corporation Commission
Agency: Virginia State Corporation Commission (SCC) - file via the Clerk's Information System
Registered agent: Required - a qualified Virginia resident or authorized entity who consents
Ongoing: $50 annual registration fee, due by the last day of the anniversary month
State tax: Pass-through by default (Form 502); optional 5.75% entity tax (Form 502PTET)

Virginia Agency and Form: State Corporation Commission, Form LLC-1011

A Virginia LLC is created by filing Articles of Organization with the Virginia State Corporation Commission (SCC). Unlike most states, Virginia charters business entities through the SCC rather than the Secretary of State. The correct document for a limited liability company is Form LLC-1011. Filing this document - and the Commission's issuance of a certificate of organization - is the legal act that brings the LLC into existence under Chapter 12 of Title 13.1 of the Code of Virginia.

Under Va. Code § 13.1-1011, the Articles of Organization must state the LLC's name, the name and address of its initial registered agent and registered office, the registered agent's qualification, and the post office address of its principal office. You file and pay through the Clerk's Information System (CIS), the SCC's online business portal, which is the fastest route; paper filing by mail is also accepted. This guide covers the general Virginia process; for the national overview see how to form an LLC and the basics in what is an LLC.

How to Form a Virginia LLC, Step by Step

Forming a Virginia LLC is a six-step process centered on Form LLC-1011. Each step corresponds to a requirement of the Virginia Limited Liability Company Act or a federal tax rule.

Choose and check your LLC name. Select a name that contains the words "limited company" or "limited liability company," or an abbreviation such as "LC," "L.C.," "LLC," or "L.L.C.," and that is distinguishable from names already on file with the SCC. Under Va. Code § 13.1-1012, the name may not imply the company is a corporation or limited partnership. Search availability in the Clerk's Information System, and if you are not ready to file you may reserve a name for 120 days for $10 using Form SCC631. Confirm the name does not infringe a federal trademark.
Appoint a Virginia registered agent. Every Virginia LLC must designate a registered agent with a Virginia registered office. Under Va. Code § 13.1-1015, the agent must be either an individual Virginia resident who is a member, manager, or officer of the LLC (or a member of the Virginia State Bar), or a domestic or foreign business entity authorized to transact business in Virginia. See the national registered agent overview for context.
File the Articles of Organization (Form LLC-1011). Submit Form LLC-1011 to the State Corporation Commission and pay the $100 filing fee. File online through the Clerk's Information System for the quickest turnaround, or send the form by mail. Once the Commission accepts it and issues a certificate of organization, your LLC legally exists.
Adopt an operating agreement. Virginia does not file or require you to submit an operating agreement, but one is strongly recommended to set ownership percentages, management structure, voting, and profit distribution. A single-member LLC benefits from one too, to document the separation between owner and company.
Get an EIN and register for Virginia taxes. Apply for a free federal EIN from the IRS, then register with Virginia Tax using Form R-1 for the tax types your business owes - most commonly retail sales tax and employer withholding.
Pay the annual registration fee. Each year, pay the $50 annual registration fee to the SCC by the last day of your LLC's anniversary month. This keeps the company in good standing; see Virginia annual registration fee and taxes.

After these steps, open a business bank account (banks generally ask for the stamped certificate and the EIN) and keep your registered agent and annual registration fee current.

Virginia LLC Filing Fees (2026)

The core cost of a Virginia LLC is the $100 Articles of Organization fee. The table below lists the state fees most new LLCs encounter, each verified against the SCC fee schedule for Virginia limited liability companies. Amounts are effective for 2026 and are set by the state, not by any filing service. For a full breakdown see Virginia LLC cost and the national how much does an LLC cost.

Item	Form	Fee (2026)	Agency
Articles of Organization (create the LLC)	LLC-1011	$100	State Corporation Commission
Annual registration fee (each year)	-	$50	State Corporation Commission
Change of registered agent / registered office	LLC-1016	No fee	State Corporation Commission
Name reservation (120 days)	SCC631	$10	State Corporation Commission
Articles of Cancellation (close the LLC)	LLC-1050	$25	State Corporation Commission
Federal EIN	IRS Form SS-4	$0 (free)	IRS

Virginia does not charge for changing your registered agent on Form LLC-1016, which is unusual among the states. Because fees change, confirm the current amount on the SCC fee schedule before you file.

Virginia Registered Agent Requirement

A Virginia registered agent is the person or entity your LLC designates to receive service of process, tax notices, and official state correspondence. Va. Code § 13.1-1015 requires every LLC to continuously maintain a registered agent and a registered office in Virginia. You name the initial agent directly on Form LLC-1011.

The agent must be one of two categories. First, an individual who resides in Virginia and is a member or manager of the LLC, an officer or director of a corporate member or manager, a general partner of a partnership that is a member or manager, a trustee of a trust that is a member or manager, or a member of the Virginia State Bar. Second, a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in Virginia. In every case, the registered office address must match the agent's business office. You may act as your own registered agent if you qualify, or hire a commercial registered agent service. To change agents later, file Form LLC-1016, which carries no fee. Failing to maintain a registered agent can lead to automatic cancellation of the LLC. See Virginia registered agent requirements for detail.

How a Virginia LLC Is Taxed

Virginia follows the federal default classification. A single-member LLC is a disregarded entity taxed on the owner's return; a multi-member LLC is taxed as a partnership. At the state level, an LLC treated as a partnership or S-corporation is a pass-through entity and files Form 502 with Virginia Tax, passing income to members who report it on their individual returns. Form 502 is due April 15 for calendar-year filers, with an automatic six-month filing extension to October 15.

Virginia also offers an elective pass-through entity tax (PTET) that lets the LLC pay Virginia income tax at the entity level at a rate of 5.75% on Form 502PTET; eligible owners then claim a refundable credit. Alternatively, an LLC can elect S-corporation treatment with the IRS by filing Form 2553. Learn more in Virginia LLC annual registration fee and taxes.

EIN, Sales Tax, and Business Licenses

A federal Employer Identification Number (EIN) is issued free by the IRS and is used to open a bank account, hire employees, and file taxes. One is required if the LLC has more than one member or any employees. If your LLC sells taxable goods or services in Virginia, register for retail sales and use tax with Virginia Tax using Form R-1 before making sales; the base combined rate is 5.3%, rising to 6%, 6.3%, or 7% in certain regions.

Virginia has no single statewide general business license. Instead, cities, counties, and towns may impose a local Business, Professional and Occupational License (BPOL) tax under Va. Code § 58.1-3703, and many regulated professions require their own permits. Check with your local Commissioner of the Revenue. See how to get a business license in Virginia and the national business license guide.

Penalties for Missing Virginia Requirements

Missing Virginia requirements carries real consequences. If an LLC fails to pay its $50 annual registration fee on time, Va. Code § 13.1-1064 adds a $25 penalty. If the fee remains unpaid on or before the last day of the third month following its due date, the existence of the LLC is automatically canceled. A canceled LLC loses the liability protection and name rights that come with good standing.

Separately, if an LLC does not maintain a registered agent, the Commission may cancel the entity after notice. Reinstatement after cancellation requires filing Form LLC-1050.4P and paying a $100 reinstatement charge plus all delinquent fees. Keeping your registered agent and annual registration fee current is the simplest way to avoid these outcomes.

Closing a Virginia LLC

To close a Virginia LLC properly, you first wind up the business under Va. Code § 13.1-1048 - collecting assets, paying creditors, and distributing what remains - and then file Articles of Cancellation (Form LLC-1050) with the SCC for a $25 fee. Simply abandoning the LLC leaves the annual registration fee running until the company is canceled for nonpayment. See how to dissolve an LLC in Virginia and the national how to dissolve an LLC guide for the full wind-up and cancellation steps.

Frequently Asked Questions

How much does it cost to start an LLC in Virginia?

The state filing fee for the Articles of Organization (Form LLC-1011) is $100, paid to the Virginia State Corporation Commission. After that, Virginia charges a $50 annual registration fee each year. There is no separate annual report fee. See Virginia LLC cost.

What form do I file to create a Virginia LLC?

Form LLC-1011, the Articles of Organization. File it online through the Clerk's Information System, or by mail, with the $100 fee to the Virginia State Corporation Commission.

Does a Virginia LLC need a registered agent?

Yes. Every Virginia LLC must continuously maintain a registered agent and a Virginia registered office. The agent must be a qualified Virginia resident tied to the LLC or a member of the Virginia State Bar, or a business entity authorized to transact business in Virginia.

Does Virginia have an annual report for LLCs?

No. Virginia does not require LLCs to file an information annual report. Instead, an LLC pays a $50 annual registration fee to the SCC each year by the last day of its anniversary month.

How long does it take to form a Virginia LLC?

Articles of Organization filed online through the Clerk's Information System are typically processed quickly, often the same or next business day. Mailed filings take longer. Processing times vary with SCC volume.

How is a Virginia LLC taxed?

By default it is a pass-through entity that files Form 502 and passes income to members' individual returns. LLCs may elect the pass-through entity tax at 5.75% on Form 502PTET, or elect corporate or S-corporation treatment with the IRS.

More Virginia business guides

Business License In Dissolve An Llc In Annual Report Articles Of Organization Business Entity Search Certificate Of Formation Dba Filing Llc Cost Llc Tax Filing Operating Agreement Registered Agent

Sources

Virginia State Corporation Commission - Virginia Limited Liability Companies: Forms & Fees (Form LLC-1011 $100; LLC-1016 no fee; LLC-1050 $25; SCC631 $10; reinstatement LLC-1050.4P $100).
Virginia State Corporation Commission - Clerk's Information System (CIS) (online business filing portal).
Code of Virginia - § 13.1-1011, Articles of Organization.
Code of Virginia - § 13.1-1012, Name requirements.
Code of Virginia - § 13.1-1015, Registered office and registered agent.
Code of Virginia - § 13.1-1062, Annual registration fee ($50).
Code of Virginia - § 13.1-1064, Penalty and automatic cancellation.
Code of Virginia - § 13.1-1048, Winding up.
Virginia Tax - Pass-Through Entities (Form 502; April 15 due date).
Virginia Tax - Elective Pass-Through Entity Tax (5.75%; Form 502PTET).
Virginia Tax - Retail Sales and Use Tax rates.
Virginia Tax - Register a Business (Form R-1).
Code of Virginia - § 58.1-3703, Local BPOL license authority.
IRS - Limited Liability Company (LLC) (federal default classification).
IRS - Get an Employer Identification Number (free EIN).
Legal Information Institute (Cornell LII) - Limited Liability Company (LLC).

LegalGlass provides general information for educational purposes and is not legal advice, and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Virginia State Corporation Commission and Virginia Tax before acting.