Virginia LLC formation: the Old Dominion guide
Modest fees, a corporate income tax, and a business-friendly SCC — what founders actually need to know about Virginia.
Contents 10 sections
irginia sits in the comfortable middle of the fifty states for entity formation: a $100 LLC filing fee, a $50 annual registration fee, and the Virginia State Corporation Commission (SCC) that, unusually among U.S. filing offices, is a full constitutional body with its own regulatory powers. For founders who live or operate in Virginia — or who want a serious East Coast home base without Delaware's franchise tax — it is a rational default.
Overview
This guide walks through the mechanics of forming a Virginia LLC in 2026, the recurring obligations that trip up out-of-state owners, and the handful of quirks that separate Virginia from its neighbors.
The filing, in brief
- Filing office: Virginia State Corporation Commission, Clerk's Office (not the Secretary of the Commonwealth).
- Form: Articles of Organization (LLC-1011), filed online through the SCC eFile portal.
- State fee: $100 to file the articles.
- Processing: Online filings are typically processed the same day; paper submissions take 7–10 business days.
- Annual registration fee: $50, due by the last day of the month in which the LLC was organized.
What the articles must contain
Virginia's Articles of Organization are short. You supply:
- The LLC name, which must include "LLC," "L.L.C.," "Limited Liability Company," or "Limited Company" and must be distinguishable from every other entity on file. A name availability check is built into the eFile portal.
- The name and Virginia street address of the registered agent. The agent must be either a Virginia resident who is a member or manager of the LLC, or a Virginia-licensed attorney, or a registered business entity authorized to act as an agent.
- The principal office address (may be outside Virginia).
- The name and signature of the organizer.
There is no requirement to list members or managers, and no requirement to state a purpose beyond "any lawful business." Virginia does not require publication.
Registered agent, carefully
The registered agent rule is stricter than most states'. A non-Virginia founder cannot simply list themselves — the agent must have a Virginia street address and must fit one of the categories above. A commercial registered agent (Northwest, Harbor Compliance, et al.) is the normal solution and costs $100–$200/year.
If your registered agent resigns and you do not appoint a new one within 31 days, the SCC can cancel your LLC's existence automatically under Va. Code § 13.1-1017. This is not a theoretical risk: involuntary cancellations in Virginia frequently trace back to lapsed agents.
Annual registration, not an annual report
Virginia calls the recurring filing an annual registration, and it is unusually simple: $50, due by the last day of the LLC's anniversary month, with no substantive information to update. There is no annual report form to complete. If you miss the deadline by 3 months, the LLC's existence is automatically canceled — and while reinstatement is possible within five years, it costs $100 plus all back fees.
Taxes at the state level
Virginia imposes a 6% corporate income tax on C-corps. LLCs are pass-through by default, so the income flows to members' Virginia individual returns (top rate 5.75%). There is no state-level LLC franchise tax.
If your LLC elects S-corp or C-corp taxation federally, Virginia honors the election. Multi-member LLCs taxed as partnerships file a Virginia Form 502 informational return.
BOI and federal overlay
Beneficial Ownership Information (BOI) reporting under the federal Corporate Transparency Act has been in flux. In March 2025, FinCEN issued an interim final rule that exempts U.S.-formed domestic reporting companies and their U.S.-person beneficial owners from BOI filing; only foreign-formed entities registered to do business in the U.S. remain obligated to file. Rules have been litigated and may change again — check the current status at fincen.gov/boi before deciding whether to file. The Virginia SCC does not handle BOI; it is strictly federal.
When Virginia makes sense
- You or your operations are physically in Virginia — every non-home-state LLC doing business in Virginia must register as a foreign LLC anyway, and the Virginia registration fee alone is $100.
- You want a respected mid-Atlantic home for a small operating business without Delaware's complexity.
- You value the SCC's relatively fast, inexpensive processing.
When it does not
- You are a non-U.S. founder optimizing for privacy. Virginia is not hostile to privacy, but it is not Wyoming either.
- You need tiered board governance and sophisticated corporate precedent at scale. That is still Delaware's domain.
The short checklist
- Confirm name availability on the SCC site.
- Appoint a Virginia-qualified registered agent.
- File LLC-1011 online; pay $100.
- Draft an operating agreement (not filed, but legally important).
- Obtain an EIN from the IRS.
- Check FinCEN BOI current status; file only if required for your entity type.
- Calendar the $50 annual registration for your anniversary month.
Virginia is not flashy and not famous. It is, increasingly, the sensible choice for founders who want a clean filing, predictable obligations, and a state whose regulator actually answers the phone.