How to Start an LLC in Virginia: A Step-by-Step Guide (2027)

How to Start an LLC in Virginia (Quick Answer)

To start an LLC in Virginia, file the Articles of Organization (Form LLC-1011) with the State Corporation Commission through its Clerk's Information System, not a Secretary of State, and pay the flat $100 fee. Once the state approves it, your LLC legally exists, and from then on it pays a $50 Annual Registration Fee every year by the last day of its formation anniversary month.

First-year cost: $100 if you file the Articles of Organization yourself, the same online or by mail. If you are not based in Virginia, add a registered-agent service, commonly $35 to $300 a year, plus an optional $10 name reservation.

Virginia's business filings don't go through a Secretary of State. They go through the State Corporation Commission (SCC), and that single naming difference trips up founders who search for the wrong office. Beyond that, Virginia draws a specific kind of founder: proximity to Washington DC makes it a common choice for federal contractors, and Northern Virginia's tech and data-center corridor pulls in SaaS founders too. The catch is the state's income tax hits its top 5.75% rate at just $17,000 of income, so this isn't a tax-haven play.

TL;DR

• File with the SCC, not a Secretary of State: Virginia routes all LLC filings through the State Corporation Commission, and using the wrong office name can slow down your research.
• Step 1, name: reserve your LLC name with Form SCC631 for $10, which holds it for 120 days.
• Step 2, registered agent: you need a physical Virginia street address, no PO box, staffed during business hours.
• Step 3, Articles of Organization: Form LLC-1011 costs a flat $100 and typically processes online in 2 to 5 business days.
• Step 4, EIN: free from the IRS, online for SSN or ITIN holders, Form SS-4 for founders without one.
• Step 5, Form 5472: a 25%+ foreign-owned single-member LLC must file this annually, even at zero revenue, or risk a $25,000 minimum penalty.
• Step 6, ongoing compliance: Virginia calls its yearly filing an Annual Registration Fee, not an annual report, and it's just $50 a year.
• Common mistakes: confusing the SCC with a Secretary of State and missing the $50 renewal are the two that cause the most trouble.

Why Form an LLC in Virginia

Virginia's biggest draw is geography. Being registered and operating in Virginia, especially Northern Virginia, is common for firms pursuing federal work, including GSA schedule holders and defense or IT contractors working near DC.

Northern Virginia is also a major tech and data-center corridor. Amazon's HQ2 and a large enterprise IT presence there draw SaaS and tech founders who want to be close to that ecosystem.

The tradeoff is tax exposure. Virginia has no privacy shielding advantage the way Wyoming or Delaware do, and its graduated income tax reaches the top 5.75% bracket at only $17,000 of income, a very low threshold compared to most states.

• 2% on income from $0 to $3,000
• 3% on income from $3,001 to $5,000
• 5% on income from $5,001 to $17,000
• 5.75% on income above $17,000

Virginia's standard deduction also applies, though the exact figure varies by filing status and year, so check the Virginia Department of Taxation directly rather than relying on a cited number here.

Virginia works best for founders who actually operate, live, or hire in the state, particularly those chasing federal contracts or building near the NoVA tech corridor. It's a weaker fit for a pure holding-company or tax-minimization play.

Step 1: Choose and Reserve Your LLC Name

Your LLC's name must contain "LLC," "L.L.C.," "Limited Company," or "Limited Liability Company," and it has to be distinguishable from names already on file with the SCC.

• Reserve it with Form SCC631 if you're not ready to file the Articles of Organization yet. The fee is $10.
• The reservation holds for 120 days and can be renewed in the 45 days before it expires.
• File the reservation online through the SCC's Clerk's Information System (CIS) or by mail.

This step costs little and protects your name choice while you finish the rest of the setup, particularly the registered agent search below.

Step 2: Appoint a Registered Agent

Virginia law (Va. Code §13.1-1015) requires every LLC to have a registered agent with a physical Virginia street address, not a PO box.

• An individual agent must be a Virginia resident. A company acting as agent must be a business entity qualified to do business in Virginia.
• The agent must be available during normal business hours to receive legal notices and state correspondence on the LLC's behalf.
• Founders without a Virginia address, including those forming from outside the US, typically use a commercial registered agent service to satisfy this requirement.

Skipping a compliant registered agent can put your LLC out of good standing with the SCC, which affects your ability to file other paperwork later.

Step 3: File Your Articles of Organization

The Articles of Organization, Form LLC-1011, is the filing that legally creates your LLC. You file it with the SCC, not a Secretary of State.

Virginia has no publication requirement after filing, unlike some states that make you announce the new LLC in a local newspaper. Once the SCC approves the Articles, your LLC legally exists and the clock starts on the tax and compliance obligations covered next.

Draft an Operating Agreement

Virginia doesn't require an LLC to file an operating agreement with the SCC, but skipping one leaves your business governed entirely by the state's default LLC rules, which may not match how you actually intend to run things.

• It spells out ownership percentages, voting rights, and how profits and losses get allocated among members.
• It documents what happens if a member wants to leave, sell their stake, or if the LLC needs to dissolve, avoiding disputes that default state law doesn't address cleanly.
• Banks and other institutions sometimes ask to see it when you open a business account or apply for financing, even though it isn't filed publicly anywhere.

Even a single-member LLC benefits from putting one in writing. It reinforces that the business is a separate legal entity from its owner, which matters if your liability protection is ever challenged.

Step 4: Get an EIN

An Employer Identification Number (EIN) is what the IRS uses to identify your LLC for tax purposes, and it's free directly from the IRS either way you apply.

• Founders with an SSN or ITIN can apply online and typically get the EIN in minutes.
• Founders without an SSN or ITIN apply using Form SS-4 by phone, fax, or mail instead, which takes longer.

You'll need the EIN to open a US bank account and to file the tax obligations covered in the next step, so this isn't optional even for a dormant LLC.

Open a US Business Bank Account

Keeping business funds separate from personal money is what actually preserves your LLC's liability protection, and a dedicated bank account is the simplest way to do that.

• Most banks ask for your EIN, Articles of Organization, and operating agreement to open a business account, so having those documents ready speeds up the process.
• Founders without a US address or SSN can find this step harder, since some banks require an in-person visit, though a growing number of banks and fintech platforms support remote account opening for foreign-owned LLCs.
• Mixing personal and business funds, sometimes called commingling, is one of the fastest ways to undermine the liability shield an LLC is supposed to provide.

Set this up before the business takes in any revenue or spends any money, rather than treating it as a step you'll get to later.

Step 5: File Form 5472 if the LLC Is Foreign-Owned

Foreign ownership adds a federal reporting duty that has nothing to do with the SCC. Once a single-member LLC crosses the 25% foreign-ownership threshold, the IRS expects Form 5472 every year, and a quiet bank account with no transactions doesn't excuse you from filing.

• It rides alongside a pro forma Form 1120, a corporate return filed purely as a wrapper for the 5472 rather than to report actual corporate tax.
• Miss the deadline or skip it entirely, and the IRS's floor penalty is $25,000, assessed per form, per year, regardless of how small the underlying business is.
• Revenue has no bearing on the obligation, so a Virginia LLC sitting dormant with a foreign owner still has to file.

Build this into your calendar the moment the LLC is formed. Waiting until the business starts generating income is exactly the assumption that gets foreign-owned entities penalized.

Step 6: Handle Ongoing Compliance and State Tax

Virginia's ongoing filing isn't a full annual report the way many states require. It's called the Annual Registration Fee, and the distinction matters because the two terms aren't interchangeable.

• The fee is $50 a year, due by the last day of the month your LLC was formed, its anniversary month.
• You pay it through the SCC's Clerk's Information System (CIS).
• A late payment adds a $25 penalty, bringing the total to $75.
• If it's still unpaid by the last day of the third month after the due date, the SCC automatically cancels the LLC by operation of law, a roughly three-month grace period in total.

Compared to many peer states, Virginia's $50 annual fee is on the cheaper end, though the state income tax exposure covered earlier can offset that savings depending on how you're structured. Consult a tax professional for guidance specific to your situation.

If you plan to operate in a second state, you'd file an Application for Certificate of Registration (Form LLC-1052) with the SCC. The fee is generally around $100, a figure drawn from secondary sources and consistent with the domestic filing fee, so confirm it directly with the SCC before filing. The same $50 annual registration fee applies afterward.

Virginia LLC Costs Breakdown

Virginia keeps the math simple: one flat fee to create the LLC and a small fee each year to keep it registered. Every figure below comes from the steps above, and the SCC charges the same $100 whether you file online or by mail.

How Long Does It Take to Form an LLC in Virginia?

Filing the Articles of Organization online with the SCC typically processes in roughly 2 to 5 business days. By mail it runs roughly 2 weeks plus postal time, so the filing method is the biggest timing lever you actually control.

If you need it faster, expedited processing costs approximately $100 for next-day and $200 for same-day, and those amounts change, so confirm them with the SCC first. Reserving the name with Form SCC631 does not speed formation up; it holds the name for 120 days while you finish everything else.

The EIN comes next, arriving in minutes online with an SSN or ITIN, or longer on the Form SS-4 route. The bank account follows that, since banks want the approved Articles and the EIN letter. Founders without an SSN or ITIN should plan around the EIN, not the SCC.

Common Mistakes to Avoid

• Searching for a Secretary of State: Virginia routes filings through the SCC, and looking in the wrong place wastes time and can lead to outdated information.
• Confusing the Annual Registration Fee with an annual report: Virginia's ongoing filing is a flat $50 fee, not a report with financial details.
• Missing the $50 renewal: unpaid fees add a $25 penalty and, left unresolved for three months past the due date, can get the LLC administratively cancelled.
• Assuming Virginia is a tax-haven state: the 5.75% top income tax rate kicks in at just $17,000, so Virginia suits founders who operate there, not pure holding-company formations.
• Assuming no revenue means no Form 5472: a foreign-owned, zero-activity LLC still owes this filing, and the IRS doesn't grant an exception just because the business hasn't earned anything yet.

How FinStackk Helps With Starting Your Virginia LLC

FinStackk is an accounting and tax compliance platform for U.S. businesses, helping you go from incorporation to ongoing accounting, tax, and compliance, all in one place.

Through Fin-Start, we take care of the incorporation steps above, EIN applications and registered agent service included, with the workflow tuned to Virginia's own quirks, like routing filings through the SCC instead of a Secretary of State, so you're not the one hunting down which office does what.

Once your LLC exists, Fin-Tax supports applicable tax filings, including Form 5472, while Fin-Comply identifies and tracks the compliance requirements applicable to the business, including Virginia's Annual Registration Fee and other state obligations, on a proactive deadline calendar. The platform combines technology, automation, and expert support, giving founders one place to manage these requirements. Book a free demo to see both in action.

FAQ

Does Virginia have a Secretary of State for LLC filings?

No. Virginia routes all business entity filings, including LLC formation, through the State Corporation Commission (SCC) rather than a Secretary of State's office. This is a common point of confusion for founders used to how most other states handle filings, so searching for "Virginia Secretary of State LLC" can lead you to outdated or unrelated results. Use the SCC's Clerk's Information System (CIS) directly for name reservations, Articles of Organization, and the Annual Registration Fee.

Is Virginia's annual LLC fee really only $50?

Yes, Virginia's ongoing filing is called the Annual Registration Fee, and it's a flat $50 a year rather than a detailed annual report. It's due by the last day of the month your LLC was originally formed. A late payment adds a $25 penalty, and if it stays unpaid through the third month after the due date, the SCC can automatically cancel the LLC. This flat, low fee is one reason some founders find Virginia's ongoing compliance simpler than peer states.

Is Virginia a good state to form an LLC for tax purposes?

It depends on what you're optimizing for. Virginia has no privacy shielding advantage like Wyoming or Delaware, and its graduated income tax reaches the top 5.75% rate at just $17,000 of income, a low threshold. Virginia tends to suit founders who actually live, operate, or hire in the state, especially those pursuing federal contracts near DC or building in the Northern Virginia tech corridor, rather than founders looking for a low-tax holding-company jurisdiction. Consult a tax professional to evaluate your specific situation.

Do I need an operating agreement for a Virginia LLC?

Virginia does not require you to file an operating agreement with the SCC, but going without one leaves your business governed entirely by the state's default LLC rules, which may not match how you actually intend to run things.

It sets ownership percentages, voting rights, and how profits and losses get allocated, and it records what happens if a member leaves, sells their stake, or the LLC dissolves. Banks and other institutions often ask to see it even though it is never filed publicly, and single-member LLCs benefit too.

Can a non-US resident start an LLC in Virginia?

Yes. Virginia sets no residency or citizenship requirement to own a Virginia LLC. You will still need a registered agent with a physical Virginia street address, staffed during business hours, which usually means a paid service if you are not in the state. Because you won't have an SSN, you apply for your EIN on Form SS-4 by phone, fax, or mail instead of the online tool. If your LLC is single-member and 25% or more foreign-owned, you also file Form 5472 with the IRS every year, even at zero revenue, or risk a $25,000 minimum penalty.

What are the annual filing requirements for a single-member LLC in Virginia?

Every Virginia LLC, including a single-member one, pays a $50 Annual Registration Fee, not a full annual report, to the State Corporation Commission through its Clerk's Information System, due by the last day of its formation anniversary month. A late payment adds a $25 penalty for a $75 total, and if it stays unpaid through the third month after the due date, the SCC automatically cancels the LLC. A single-member LLC that is 25% or more foreign-owned has an added federal obligation: Form 5472, filed yearly with the IRS, even in a year with zero revenue.

Does a Virginia LLC pay income tax?

Yes, indirectly. Virginia's graduated individual income tax reaches the top 5.75% rate at just $17,000 of income, a low threshold compared to most states. For a pass-through LLC, that income is reported on the owner's personal return, so the rate applies directly to LLC profit. Virginia's standard deduction also applies, though the exact figure varies by filing status and year, so check the Virginia Department of Taxation directly.