1. Choose a business name for the LLC and check for availability.
- Please see our section on choosing and checking the availability of a name for your small business, as well as our section on the trademark law aspects of choosing a name.
- Virginia law requires that an LLC name contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC." Additionally, your business name must be distinguishable from other names on file with the Secretary of State (limited exceptions apply), and may not include the words "Corporation," "Incorporated," "Limited Partnership" or the abbreviations "Corp.," "Inc.," "L.P." or "LP."
- You can check the availability of an LLC name by contacting the Clerk's Office of the Virginia State Corporation Commission at (804) 371-9733 or (866) 722-2551.
- Although you are not required to do so, consider registering your business name as a federal and/or state trademark.
2. Prepare and file articles of organization with the State Corporation Commission of Virginia.
- The filing fee is $100. The State Corporation Commission's website has a simple, fill-in-the-blank form for articles of organization. Instructions are provided as well.
- If the LLC will be managed by one or more managers, rather than all the members together, then you should put a clause saying that in your articles of organization (or the operating agreement). For general information on articles of organization, see the Articles of Organization page.
3. Negotiate and execute an operating agreement.
- Virginia does not require an operating agreement in order to form an LLC, but executing one is highly advisable. There is no set criteria for the content of an operating agreement, but it typically includes topics such as how meetings are conducted, how the company will be managed, what capital contributions are required from each member, and how profits and losses will be allocated. The operating agreement does not need to be filed with the state. Please see the Operating Agreement page for details.
4. Obtain any required local licenses.
- See the general section on forming a LLC for details.
5. Determine what tax and other regulatory obligations the LLC has, and take care of any necessary registrations.
- Request an Employer Identification Number (EIN) from the IRS. This can be done via its online application. There is no filing fee.
- If you have an employee or employees in Virginia, you need to apply for a VEC (Virginia Employment Commission) account number. You can do this via the Online Services for Businesses website, which can also register you for other business taxes (if applicable).
- Whenever you hire an employee in Virginia, you must inform both the IRS and the State of Virginia. You can find details of all the necessary steps, including verifying work eligibility and withholding allowances, on the Hiring Employees section of the IRS website. You can find state-level information about reporting new hires at the Virginia New Hire Reporting website.
- If you have three or more employees in Virginia, you need to carry workers' compensation insurance. The Virginia Workers' Compensation Commission administers the program.
- As a small business owner or employer, there may be other informational returns that you have to file annually or semi-annually with the IRS. For more information, take a look at the IRS Guide To Information Returns.
6. Open a bank account for your business.
- It is a good idea to keep your business's finances separate from your personal accounts. A good way to do this early on is by opening a bank account for your business. You will probably need a Tax ID number (EIN), a copy of the articles of organization, and a resolution identifying authorized signers if those names are not listed in the articles. Here is one example of the documentation that banks ask for.
- Virginia requires certain documents to be kept at an LLC's principal place of business. A list of the required documents is located in Va. Code § 13.1-1028.