Register your business in Virginia

LLCs, corporations, limited partnerships and registered limited liability partnerships file with the State Corporation Commission through the Clerk's Information System (CIS). A general partnership is not formed by a filing. A sole proprietorship has no formation filing. A name other than the legal name is a fictitious name, filed with the same Clerk’s Office.

What’s different in Virginia

• The yearly SCC charge follows your formation month. An LLC pays $50, due the last day of the month the LLC was organized or registered, starting each year after the year of formation. A corporation files an annual report at no fee and pays a separate registration fee based on shares. Stay compliant has the dates.
• The business cannot be its own registered agent. The agent is an individual who lives in Virginia, or a business authorized to transact business in Virginia. You may serve yourself, or use a Virginia law firm or a service company.
• A fictitious name is a state filing for $10. It does not have to be unique, and it does not give you the name.
• Two SCC pages disagree on the limited partnership due date. One says October 1. The other says September 30. Details are below.
• Expedited filing is online only. Next-day service is listed as 50 or 100 dollars, and the page does not say which filings pay which. Same-day is $200.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership or sole proprietorship. A sole proprietor or general partnership has no formation filing and can skip to step 6. A licensed profession may need a professional LLC or corporation. Pick an entity compares them.
2. Check the name with the Commission’s name availability search. An LLC name must include limited company or limited liability company, or LC, L.C., LLC or L.L.C., and it must be distinguishable on the Clerk's records from other active business names, ignoring designators such as LLC. It also cannot use a word that says the company is a different kind of entity, such as corporation or Inc.. Not ready to file? A reserved name is held for 120 days for $10, and it is renewable for another 120 days during the 45 days before it expires. Search the web and the federal trademark database too.
3. Choose a registered agent. The business cannot be its own registered agent. You can serve if you meet the qualification rules and give a Virginia registered office address. Or use a Virginia law firm or a service company. The office must be a Virginia street address where the agent can be reached during business hours. A post office box is allowed only in a city or town under 2,000 people that has no street address. Changing the agent later is no fee.
4. File online in the Clerk’s Information System. The fee depends on your structure, below. If you upload your own articles, expect five business days. Do not attach the operating agreement to the articles. The Commission does not state a processing time for a filing you complete in the online form.* Check the official source when you file.
5. Ask for expedited service if you need a date. It is online through CIS only. Next-day is 50 or 100 dollars, and the page does not say which filings pay which: submit by 2:00 p.m. Eastern for a response by 4:00 p.m. the next business day. Same-day is $200: submit by 10:00 a.m. Eastern for a response by 4:00 p.m. the same business day. Paper filings cannot be expedited. The two next-day prices are both on the page, and it does not say which filings pay which.* Check the total on the payment page.
6. File a fictitious name if you use another name. The form depends on who you are. Details are below.
7. Calendar the first deadlines. The first annual registration fee is due each year after the year of formation. Selling taxable goods means registering with Virginia Tax before you collect tax: Get your tax IDs.

By structure

LLC

File Articles of Organization (form LLC1011, $100). The company is member-managed or manager-managed, under an operating agreement. Filed online with no attachment, you get a receipt email and an acceptance email, if you file online without an attachment. The LLC then pays $50 by the last day of the month the LLC was organized or registered, starting each year after the year of formation. A miss costs $25, then automatic cancellation on the last day of the third month after the due date.

The fee table says the due date is the last day of the month. A payment after that date is still late. A late fee is charged even when the due date falls on a weekend or holiday. The same FAQ’s example then says the fee is due on the last business day.* Those two sentences do not match. Check the date on your assessment notice.

Professional LLC

The professional form is Articles of Organization for a Professional Limited Liability Company (Form LLC1103), also $100. It is only for pharmacists, optometrists, physical therapists, physical therapist assistants, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law, insurance consultants, audiologists, speech pathologists or clinical nurse specialists. The professional FAQ says in most cases a qualified professional service may form either a PLLC or an LLC. Legal or dental services are the exception the LLC FAQ names: legal or dental services use the professional articles, Form LLC-1103. On which form to use, the SCC says to seek advice on which type to use. If you are not sure your work is on that list, check with a legal professional.

Corporation

File Articles of Incorporation (form SCC619). The filing fee is $25. The charter fee is $50 for each 25,000 shares, or $2,500 when there are more than 1,000,000 shares. The published totals include the 25 dollar filing fee: $75 for 1 to 25,000 shares, up to $2,525 above 1,000,000. The name must include company, corporation, incorporated or limited, or Co., Corp., Inc. or Ltd..

The corporation then files an annual report at no fee, due the last day of the month it was incorporated or authorized to transact business in Virginia, starting every year following the year of incorporation. The registration fee is separate and is based on the number of authorized shares. It is $100 for 1 to 5,000 shares and $1,700 above 270,000 shares. Bands in between are on the annual corporation schedule. A late fee is 10 percent of the fee or 10 dollars, whichever is higher. Missing the fee or the report means automatic termination on the last day of the fourth month after the due date if the fee is unpaid or the annual report is unfiled.

A professional corporation’s articles (Form SCC 544) show a filing fee of $25 on the business-types page. That row does not print a separate charter amount.* Check the charter schedule when you file. S corporation status is a federal election. Virginia treats it as an S corporation automatically.

Nonprofit

File articles on form SCC819. The charter fee and filing fee together are $75. The annual registration fee is $25, and the late penalty is $10. For income tax, a nonprofit’s extra time to file is 6 months to file, shorter than the 7 months for a C corporation. 501(c)(3) status is a separate application to the IRS. Past formation, the rest of this series is written for for-profit businesses.

Partnership

A general partnership is not formed by a filing. A statement of partnership authority, if you file one, is $25.

A limited partnership files a Certificate of Limited Partnership (Form LPA-73.11) for $100. The annual fee is $50. The annual registration FAQ says it is due on or before October 1. The maintaining-your-business page says it is due on or before September 30, assessed on July 1.* Those two SCC pages disagree. Both say the existence is canceled December 31 if the fee is unpaid. Check the assessment notice.

A registered limited liability partnership files a Statement of Registration as a Domestic Limited Liability Partnership (Form UPA-132) for $100. After that, partners are not liable for obligations that arise after registration. Keep the status with a continuation report due July 1, fee $50. If you miss it, automatic cancellation if the continuation report is not filed by November 1, after a notice on September 1.

Sole proprietorship

No formation filing. A name other than your own is a fictitious name. Sales tax registration and any license your work needs still apply.

Fictitious names

File when you use a name other than the legal name. The Clerk’s Office is the filing office for sole proprietors, general partnerships, trusts and registered businesses. An entity on the Commission’s records uses the Certificate of Assumed or Fictitious Name, Business Conducted by an Entity. An individual uses the Certificate of Assumed or Fictitious Name, Business Conducted by an Individual. The fee is $10. On uniqueness, it does not have to be unique, and it needs no designator such as LLC. On who may use it, the Commission does not decide who has the right to use the name. If a name conflicts with someone else’s, the Commission tells you to speak with an attorney.

Skipping the filing can mean a misdemeanor, a fine of not more than 2,500 dollars, jail, or both, and you may not sue on the business in a Virginia court. You get a Fictitious Name receipt. A certified copy of that receipt is $6. Releasing the name later is $10. An older certificate that was filed in a circuit court is released at that court, not online.

Formed in another state

An LLC formed elsewhere files Application for Registration as a Foreign Limited Liability Company (Form LLC1052) for $100. A corporation files Application for a Certificate of Authority to Transact Business in Virginia (Form SCC 759/921). The filing fee is $25, plus the same charter schedule as a Virginia stock corporation. Bring a certified copy of the articles, and of each amendment, merger, conversion or domestication. The certification must be no more than 12 months old. On the certificate from the home state, a home-state good standing certificate is not enough. You need a Virginia registered agent before you apply. Forming in another state covers the tradeoffs.

What you get back

Online, with no attachment, an LLC filing comes back as a receipt email and an acceptance email, if you file online without an attachment. You will need the accepted articles for your EIN and your bank. The annual fee notice is mailed to the registered agent two months before the fee is due. The corporation packet is mailed about 75 days before the annual report and registration fee are due. If the agent resigns and you do not name a new one within 31 days, the result is pending inactive status, then automatic termination, revocation or cancellation if no new agent is appointed by the last day of the second month after the notice.