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Virginia Articles of Organization

You have a big idea, truckloads of ambition, and dreams of a thriving Virginia LLC, and you’re mentally prepared to make it happen.

But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Articles of Organization.

With such grand plans, the last thing you might want to do is file paperwork, but completing the Articles of Organization is what authenticates your LLC, making it official in Virginia. It’s perhaps the most important step in starting your Virginia LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.

But before you dive into the Articles of Organization, you should have a few pieces of information ready to help streamline the process.

Choosing an LLC Name

Before anything else, you will need to decide on an LLC name. You must include a business name on your Articles of Organization, and if the State Corporation Commission deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.

Respect Virginia’s business name requirements by including the phrases “limited company” or “limited liability company,” or the abbreviations “LC,” “L.C.,” “LLC,” or “L.L.C.” Your LLC name must also avoid certain restricted words (found here). Most importantly, your name must not already be on record with the State Corporation Commission. To find out if a name is available, search for it using the SCC’s Business Entity Search, and if your search returns no results, you’re in the clear.

Once you’ve found your perfect name, include it on your Articles of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 120-day hold on your name by submitting a name reservation request.


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Choosing a Virginia Registered Agent

A registered agent is your LLC’s liaison to the commonwealth, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. Completing the Articles of Organization requires you to include your registered agent’s name and address, so make your choice before you begin the form.

Virginia is much more strict about who can serve as an LLC’s registered agent than nearly every other state. Your registered agent can only be an individual if they are part of the LLC’s management or a member of the Virginia State Bar, a restriction you won’t find in any other state. Or, you can use a business entity like a registered agent service, as long as they have a physical address in Virginia (no P.O. boxes) and are authorized to do business in the commonwealth.

Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.

Preparing to File Your Virginia Articles of Organization

Now for the main event: the Articles of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Virginia.

Considering the form’s immense importance, it’s a nice surprise that the Articles of Organization is brief and fairly simple. The process will go even faster if you gather all the necessary information beforehand. Here’s what you’ll need:

  • LLC name
  • Registered agent name
  • Registered agent type (individual or entity)
  • Registered agent address
  • Principal office address
  • Name and signature of the LLC’s organizer

And, like most government forms, you’re not getting out of it without paying a fee. For the Articles of Organization, it’s $100, so have your credit card or checkbook ready.

Filing online will ensure that your form is processed immediately. Otherwise, standard hard copy processing takes 5-7 business days. The State Corporation Commission specifically cites that it does not offer expedited service for hard-copy filings.

Filing Options

The Virginia State Corporation Commission is flexible when it comes to filing, and they provide three different options:

Online

In a hurry? This is your best bet. Head over to Virginia’s SCC eFile portal, click “Get Started” under the “New Business Formations” section, then follow the instructions to complete and submit your form, which will be processed as soon as you’re done.

 Mail

Download and complete the paper application, then send your form and payment to:

State Corporation Commission Clerk’s Office 

PO Box 1197

Richmond, VA 23218-1197

In-Person

Live near Richmond? Feel free to drop off your form and payment in person at:

State Corporation Commission Clerk’s Office, First Floor 

1300 E. Main St. 

Richmond, VA 23219

What About Foreign LLCs?

The process outlined above works for domestic LLCs (those formed in Virginia), but what if your business is expanding to Virginia from another state? In this case, you can skip the Articles of Organization because you’ll need a different form.

Out-of-state entities entering Virginia need to foreign qualify by filing an Application for Certificate of Registration instead. Like the Articles of Organization, this form also has a $100 filing fee. You’re likely excited to start doing business in the commonwealth, but hold back until after your application has been processed. Operating without being granted authority can lead to severe penalties, include individual fines for managers, members, and employees.

But after you’ve successfully foreign qualified, you’re free to go ahead and begin your business activities in Virginia.

Want Help Filing Your Articles of Organization?

Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.

The good news is that you don’t need to file the Articles of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.

There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.

While each service has optional upgrades and feature packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Virginia State Corporation Commission. They will complete everything outlined in this guide and notify you when your Articles of Organization have been filed. You won’t have to lift a finger.

There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like annual reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.

Important Post-Formation Compliance Issues

Once you’ve successfully filed your Articles of Organization, your LLC is an official business entity in the state of Virginia. However, this doesn’t mean that your responsibilities have come to an end. There are several other steps you’ll need to take if you want to operate a compliant LLC for years to come.

Acquire a Federal Tax ID Number (EIN)

While an EIN isn’t a requirement for Virginia LLCs, we strongly recommend that every entrepreneur obtains one. An EIN enables your LLC to hire employees, open business bank accounts, file taxes, and take care of several other important aspects of LLC maintenance. Even if you operate a single-member LLC with no employees, you should still have an EIN for your business.

Set Up a Financial Infrastructure

One other crucial step is to solidify the financial aspects of your LLC, first by opening a business bank account. You must have separate bank accounts for your personal use and for business purposes, as this will help you keep your personal and business assets separate, a vitally important consideration for any entrepreneur. If you commingle these assets, you leave yourself wide open for lawsuits, as it would be easy for someone to claim that your business is simply an extension of your own personality and not a separate entity from you as a person.

The other portion of this step is to set up an accounting system. This can either mean that you hire an accountant to take care of your LLC’s bookkeeping, or you could acquire high-quality accounting software like QuickBooks. Either way, you need a reliable means of keeping detailed records for each financial transaction your LLC executes. This is another vital part of keeping your personal and business assets separated, and it will also be enormously helpful come tax time.

Acquire Licenses and Permits

The next step involves obtaining any industry-specific licenses and permits your LLC may need to operate in compliance with state laws. Depending on the nature of your LLC’s business, you may require several permits or you may be able to operate your LLC without any state-level licenses.

Thankfully, Virginia makes it very easy to figure out your business’ licensing needs. All you need to do is visit the state’s licensing page and you’ll find the license and permit applications you require. Make sure to check with your county and locality as well, as there may also be licensing requirements for your business on these levels.

Obtain Business Insurance

This step isn’t a requirement, but it is a strong recommendation. The exact insurance policies your business needs will vary based on the type of products and services you offer, but most LLCs should at least have a general liability insurance policy to protect against common perils like slip-and-fall accidents. In some industries, you might need several different insurance policies to cover all of your financial bases, so do your research ahead of time to determine which types of insurance you should purchase.

File Your Annual Reports

Each year, every LLC in Virginia must file an annual report. This report includes some basic information about your business and keeps the state updated regarding any important changes to your LLC’s structure. The information you’ll need to file this report typically includes your LLC’s name, State Corporation Commission ID number, formation jurisdiction, registered agent name and address, principal office address, and the names and addresses of your LLC’s members or managers.

Frequently Asked Questions

About Filing the Virginia LLC Articles of Organization

How long does it take Virginia to form an LLC?

Filing online will ensure that your form is processed immediately. Otherwise, standard hard copy processing takes 5-7 business days. The State Corporation Commission specifically cites that it does not offer expedited service for hard-copy filings.

Should I file my own Articles of Organization, hire an attorney, or use an online service?

This question largely comes down to personal preferences, but we do have some general insights. The DIY route can be quite a bit of work, as you’ll need to complete each step of the formation process on your own with no assistance. As for hiring an attorney, this can be prohibitively expensive for new businesses, as a lawyer can charge hundreds or even thousands of dollars to form your LLC.

You can think of business services companies as a middle ground between these options. While most of these companies charge a fee to form your LLC, that fee will be significantly less expensive than an attorney’s fee. At the same time, you still aren’t going it alone. Instead, you have an experienced professional guiding you through the entire process.

What does Virginia require for LLC formations other than the Articles of Organization?

Unlike some states, Virginia doesn’t require any related filings other than your formation articles. However, we still strongly recommend obtaining a federal tax ID number (EIN). An EIN allows your LLC to file taxes, hire employees, open business bank accounts, and more. Every LLC should have one, whether your state requires it or not.

How many small businesses are there in Virginia?

Today, Virginia has more than 765,000 small businesses. Clearly, entrepreneurs in many different fields find Virginia to be a great place to own and operate a business entity.

The Best Virginia LLC Formation Services

If you want to use a reputable online service to form your Virginia LLC, there are dozens of options. We invite you to check out our full list of the best available LLC formation services, but we’ll also share a few of our favorites with you here. Let’s take a quick look at the three best LLC formation services for entrepreneurs in the state of Virginia.

ZenBusiness ($49 + State Fee)

ZenBusiness isn’t the cheapest LLC formation service available, but they are the most well-rounded service in our opinion. That said, ZenBusiness receives outstanding customer feedback, with more than 9,800 reviews available online and very few negative reviews among them. Finally, the fact that they give back to the community by boosting underprivileged entrepreneurs is an admirable trait.

Note: While it is not currently available, sometimes there are discounts to ZenBusiness online.

Northwest Registered Agent ($39 + State Fee)

Northwest has some major advantages of their own that make them well worth considering. First and foremost, Northwest Registered Agent has the best customer support in this industry, with highly knowledgeable representatives answering every phone call. In addition, they also include 12 months of registered agent service.

IncFile ($0 + State Fee)

Yes, IncFile will actually form your new LLC for free. This package isn’t a barebones offering either, as IncFile includes a year of registered agent service just like Northwest does. IncFile has a fantastic reputation when it comes to customer feedback, as the vast majority of its 27,000+ online reviews are positive. The only downside of their services is that IncFile’s customer support team isn’t exactly the most responsive in the industry. Sometimes it can take them quite a while to respond to messages, and they sometimes don’t reply at all, in our experience. Still, that’s a pretty small issue for a company that offers free LLC formations.