Virginia Articles of Organization: Form LLC-1011 Fee (2026)

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

You create a Virginia LLC by filing the Articles of Organization (Form LLC-1011) with the Virginia State Corporation Commission and paying a $100 filing fee, filed online through the Clerk's Information System. You must name a Virginia registered agent on the form, and after formation you pay a $50 annual registration fee each year - Virginia does not require a separate information annual report.

Quick Answer

Form
Form LLC-1011, Articles of Organization (limited liability company)
Filing fee
$100 (2026), to the Virginia State Corporation Commission
Agency
Virginia State Corporation Commission (SCC) - file via the Clerk's Information System
Statute
Va. Code § 13.1-1011 (Virginia LLC Act)
Registered agent
Required on the form - a qualified Virginia resident or authorized entity
Ongoing
$50 annual registration fee, due by the last day of the anniversary month

What the Articles of Organization Do

The Articles of Organization is the founding document that legally creates a Virginia limited liability company. The Virginia State Corporation Commission provides it as Form LLC-1011. Filing this form - 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. Until Form LLC-1011 is accepted, the entity does not exist and its owners have no liability shield.

Unlike most states, Virginia charters business entities through the State Corporation Commission rather than the Secretary of State. Some searchers call the LLC document a "certificate of formation" or "certificate of organization," but Virginia's actual document for an LLC is the Articles of Organization (Form LLC-1011). A corporation instead files Articles of Incorporation. If you are researching the general national process first, see how to form an LLC, and for the full Virginia walk-through see how to form an LLC in Virginia.

What Form LLC-1011 Requires

Form LLC-1011 is deliberately short. Under Va. Code § 13.1-1011, the Articles of Organization must state a limited set of items:

Because the form is standardized, most rejections come from name problems or a missing or unqualified registered agent rather than the body of the document. Your internal governance - ownership percentages, voting, and distributions - goes in an operating agreement, which Virginia does not file.

How to File the Articles of Organization

The fastest way to file is online through the Clerk's Information System (CIS), the Commission's business filing portal. You can also file Form LLC-1011 by mail. The steps are:

  1. Check the name. Search existing entities in CIS and reserve a name for 120 days for $10 using Form SCC631 if needed.
  2. Name your registered agent. Confirm the agent qualifies under Va. Code § 13.1-1015 and has a Virginia registered office.
  3. Complete Form LLC-1011 in CIS, entering the name, agent, and principal office.
  4. Pay the $100 fee and submit. Keep the certificate of organization the Commission issues - banks ask for it.
  5. Calendar the $50 annual registration fee due by the last day of your anniversary month each year.

Online filings are typically processed the same or next business day, while mail filings take longer. Processing times fluctuate with Commission volume, so check current turnaround before you file.

Virginia LLC Filing Fees (2026)

The core cost of creating a Virginia LLC is the $100 Articles of Organization fee. The table below lists the 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.

ItemFormFee (2026)Agency
Articles of Organization (create the LLC)LLC-1011$100State Corporation Commission
Annual registration fee (each year) - $50State Corporation Commission
Change of registered agent / registered officeLLC-1016No feeState Corporation Commission
Name reservation (120 days)SCC631$10State Corporation Commission
Articles of Cancellation (close the LLC)LLC-1050$25State Corporation Commission
Federal EINIRS 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. For a full breakdown of recurring costs, see how much a Virginia LLC costs and the national how much an LLC costs.

Virginia Registered Agent Requirement

Virginia requires every LLC to name a registered agent on Form LLC-1011 and keep one continuously. The agent receives service of process, tax notices, and official state correspondence. Under Va. Code § 13.1-1015, the agent must be one of two categories: an individual who resides in Virginia and is a member or manager of the LLC (or an officer of a corporate member or manager, or a member of the Virginia State Bar), or a domestic or foreign business entity authorized to transact business in Virginia. In every case the registered office address must match the agent's business office.

If your agent resigns or moves and you do not update the record, you can miss a lawsuit and ultimately have the LLC canceled by the Commission. You update the agent by filing Form LLC-1016, which carries no fee. For a deeper explanation, see Virginia registered agent requirements and the national registered agent overview.

Annual Registration Fee and Taxes

Virginia is unusual in that it does not require LLCs to file an information annual report. Instead, each LLC pays a $50 annual registration fee to the SCC under Va. Code § 13.1-1062, due by the last day of the LLC's anniversary month. If the fee is not paid, Va. Code § 13.1-1064 adds a $25 penalty, and the LLC is automatically canceled if the fee stays unpaid past the third month after its due date.

At the state tax level, Virginia follows the federal default classification. A single-member LLC is a disregarded entity; a multi-member LLC is a partnership. An LLC treated as a partnership or S-corporation is a pass-through entity that files Form 502 with Virginia Tax. LLCs may elect the pass-through entity tax at 5.75% on Form 502PTET, or elect S-corporation treatment with the IRS. See Virginia annual registration fee and taxes and Virginia LLC cost.

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. By default the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment. An EIN 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.

Virginia has no single statewide general business license. Instead, cities, counties, and towns may impose a local Business, Professional and Occupational License (BPOL) tax, 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.

Common Mistakes and Next Steps

Most Form LLC-1011 problems are avoidable. The frequent ones are: choosing a name that is not distinguishable from an existing entity; naming a registered agent who does not qualify under Va. Code § 13.1-1015; and forgetting the $50 annual registration fee, which triggers a $25 penalty and eventual automatic cancellation. After the Commission accepts your Articles, get a federal EIN, adopt an operating agreement, register for the taxes you owe, and calendar the annual fee. You can verify a filed entity anytime through the business entity search. When you eventually close the business, you file Articles of Cancellation (Form LLC-1050) - see how to dissolve an LLC in Virginia.

Frequently Asked Questions

What are the Virginia Articles of Organization?

They are Form LLC-1011, the document you file with the Virginia State Corporation Commission to create an LLC. The filing fee is $100 and you file it online through the Clerk's Information System.

How much does it cost to file the Articles of Organization in Virginia?

The state filing fee for Form LLC-1011 is $100. After formation, an LLC pays a $50 annual registration fee each year; there is no separate annual report fee. See Virginia LLC cost.

What form is the Virginia Articles of Organization?

For an LLC it is Form LLC-1011. A corporation instead files Articles of Incorporation. You file Form LLC-1011 with the State Corporation Commission, not with a county or Virginia Tax.

Do I need a registered agent to file Form LLC-1011?

Yes. Every Virginia LLC must name a qualified registered agent with a Virginia registered office on the Articles of Organization, under Va. Code § 13.1-1015.

How long does the Commission take to process Form LLC-1011?

Online filings through the Clerk's Information System are generally fastest, often the same or next business day, while mail filings take longer. Processing times fluctuate with Commission volume.

What do I do after the Articles of Organization are approved?

Get an EIN, adopt an operating agreement, register for any taxes with Virginia Tax, and pay the $50 annual registration fee each year.

Related

Sources

  1. Virginia State Corporation Commission - Virginia Limited Liability Companies: Forms & Fees (Form LLC-1011 $100; LLC-1016 no fee; LLC-1050 $25; SCC631 $10).
  2. Virginia State Corporation Commission - Clerk's Information System (CIS) (online business filing portal).
  3. Code of Virginia - § 13.1-1011, Articles of Organization.
  4. Code of Virginia - § 13.1-1012, Name requirements.
  5. Code of Virginia - § 13.1-1015, Registered office and registered agent.
  6. Code of Virginia - § 13.1-1062, Annual registration fee ($50).
  7. Code of Virginia - § 13.1-1064, Penalty and automatic cancellation.
  8. Virginia Tax - Pass-Through Entities (Form 502).
  9. Virginia Tax - Register a Business (Form R-1).
  10. Virginia Tax - Retail Sales and Use Tax.
  11. IRS - Limited Liability Company (LLC) (federal default classification).
  12. IRS - Get an Employer Identification Number (free EIN).
  13. Legal Information Institute (Cornell LII) - Limited Liability Company (LLC).

LegalGlass provides general information for educational purposes 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.