Virginia LLC Formation: SCC Filing & Annual Registration Fee 2025

Virginia LLC Formation

Virginia State Corporation Commission (SCC) processes LLC formations. $100 filing fee.

Standard processing: 5-7 business days. 24-hour expedite: +$25 (cheapest expedite fee in US).

Name Requirements

Must include "Limited Liability Company", "Limited Company", "LLC", "L.L.C.", or "LC".

Restricted words: Bank, Trust, Insurance, Corporation. Virginia SCC rejects 15% of names for similarity.

Name Reservation

Search Virginia Business Entity Name database at scc.virginia.gov. Free.

Name reservation: $10 (cheapest in US), holds 120 days. Can't extend but can re-reserve.

Formation Process

File Articles of Organization with Virginia SCC. Online filing at scc.virginia.gov or mail to Richmond.

Required: LLC name, registered agent with VA address, principal office address, organizer signature.

Registered Agent Requirement

Must have VA registered agent with physical Virginia address (no PO boxes). Can be individual or entity.

Can use yourself if you have VA address. Professional registered agent: $100-200/year.

Annual Registration

Due every year by LAST DAY of anniversary month. $50 fee. File online through Virginia SCC.

Example: LLC formed March 15, 2024 must file annual registration by March 31, 2025.

Penalty for Late Filing

$25 late fee if filed within 30 days of deadline. $100 late fee if filed 31-90 days late.

Administrative dissolution after 90+ days non-filing. Reinstatement: $100-200.

VA vs Other States

Virginia $100 + $50/year vs North Carolina $125 + $200/year: VA saves $150/year ongoing.

Virginia $100 + $50/year vs Maryland $100 + $300/year: VA saves $250/year ongoing.

Why Virginia Is Competitive

VA simplified business formation to attract entrepreneurs. Lower fees than most East Coast states.

Benefits: Fast processing, cheap expedite ($25 vs $100+ in other states), excellent online system, business-friendly environment.

Tax Considerations

No state franchise tax. Virginia income tax: 5.75% on business profits (pass-through to members).

Business license tax (BPOL): Local tax based on gross receipts. Most small businesses pay $50-500/year depending on locality.

Fairfax County/Northern Virginia

LLCs in Fairfax, Arlington, Alexandria need BPOL license. Usually $100-300/year for small businesses.

Richmond, Virginia Beach, Norfolk have similar BPOL requirements. Check local tax office.

Operating Agreement

Not required by VA law but HIGHLY RECOMMENDED for all LLCs.

Virginia courts strictly enforce Operating Agreement terms. Worth legal review for multi-member LLCs.

Foreign LLC

Out-of-state LLCs doing business in Virginia must register as foreign LLC. $100 filing fee (same as domestic).

Annual registration still required: $50/year by last day of anniversary month.

When Foreign Registration Required

Maintaining office in VA, employing VA workers, owning VA real estate, regularly conducting business in state.

Internet sales to VA customers typically don't require foreign registration (no physical presence).

Common Mistakes

Missing last day of month deadline: VA uses "last day of anniversary month" not "anniversary date." March 5 formation = March 31 deadline.

Not accounting for BPOL tax: Local business license tax often overlooked. Budget $50-500/year depending on locality and revenue.

Choosing Maryland instead: MD has higher annual fee ($300 vs VA $50). Only choose MD if specifically operating in Maryland.

When VA Makes Sense

Choose Virginia LLC if: Operating on East Coast, want low annual cost, value fast processing, need business-friendly state.

Best alternative to: North Carolina (save $150/year), Maryland (save $250/year), DC (save $250/year).

Real Estate Investors

Virginia LLC for rental properties: $100 formation + $50/year = very affordable for long-term holdings.

Many DC-area investors choose Virginia over Maryland or DC due to 75-85% lower annual costs.

Trademark Lens verifies Virginia LLC name availability before $100-110 formation costs.