Fees
Virginia LLC formation costs
$100 Articles of Organization + $50/yr annual registration fee = ~$150 first-year cost (before registered agent service) — moderate-cost mid-Atlantic formation state with no franchise tax
| Fee | Amount | Notes |
|---|---|---|
| Articles of Organization filing fee | $100 | One-time state filing fee payable to the Virginia State Corporation Commission. Online filing available at scc.virginia.gov. Mid-tier cost: lower than Texas ($300), Washington ($200), comparable to Wyoming ($100), higher than Colorado ($50) and Delaware ($90). |
| Annual registration fee | $50/year | Due by the last day of the LLC's registration anniversary month each year. Failure to pay results in a $25 penalty. Continued non-compliance leads to administrative cancellation of the LLC. |
| Name reservation (optional) | $10 | Reserves the LLC name for 120 days via the Virginia SCC. Optional — most filers proceed directly to filing Articles of Organization once availability is confirmed. |
| Registered agent service (if not self-serving) | $50–$150/year | Required for out-of-state owners who cannot maintain a Virginia physical address for service of process. Virginia-resident owners with a VA street address may serve as their own RA. Commercial RA services ensure legal mail is not missed. |
| EIN application | Free | IRS Form SS-4 — free online at irs.gov/ein. No state fee. |
Affiliate slot
Form your LLC with a service
LLC formation services — Bizee primary placement.
Requirements
What you need to know before filing
- Name must contain 'LLC', 'L.L.C.', 'Limited Liability Company', 'Limited Liability Co.', 'LC', or 'L.C.' — Virginia accepts standard designators.
- A registered agent with a Virginia physical street address (no PO boxes) must be maintained at all times. Virginia residents and Virginia-authorized commercial RA services may serve as RA.
- Articles of Organization are filed with the Virginia State Corporation Commission (SCC). Member names are not required on the public Articles, though Virginia's annual registration requirement does request information about the LLC's registered agent.
- An Operating Agreement is not filed with the state but governs internal LLC operations; Virginia LLC Act (Va. Code § 13.1-1000 et seq.) provides default rules for LLCs without operating agreements.
- Virginia LLCs owe an annual registration fee of $50 each year, due by the last day of the LLC's registration month. Late filing results in a $25 penalty; continued non-compliance leads to administrative cancellation.
- An EIN from the IRS is required to open a business bank account and for federal tax filing.
- Virginia imposes no franchise tax on LLCs. However, Virginia has a 5.75% top-bracket state income tax on individuals — LLC pass-through income is subject to Virginia personal income tax for Virginia-resident members.
- DoD-contracting LLCs headquartered in the NoVA / DC-metro corridor must register in Virginia regardless of formation state if they have a physical office in the Commonwealth; forming in Virginia avoids dual-state registration costs.
Documents
What you'll need to file
- Articles of Organization — filed with the Virginia State Corporation Commission. Requires LLC name (with valid designator), registered agent name and VA street address, and organizer signature. Online filing at scc.virginia.gov.
- Registered agent consent — RA must accept appointment and maintain a physical Virginia street address.
- Operating Agreement — not filed with the state but governs member rights, profit allocation, management structure, and dissolution. Especially important for multi-member LLCs and contractor-entity structures.
- IRS SS-4 (EIN Application) — completed online at irs.gov/ein after the Articles are filed.
- Annual registration filing — filed each year by the last day of the LLC's anniversary month. Fee: $50.
- Business bank account documentation — EIN letter, Articles of Organization, and Operating Agreement.
Registered agent
Who receives legal mail for your LLC
Required in every state. Florida requires a physical FL street address.
- Required?
- Yes
- Who can serve
- Virginia resident individual with a physical VA street address, or a business entity authorized to act as registered agent in Virginia (no PO boxes)
- Can I serve myself?
- Yes
- Commercial RA cost
- ~$75/yr
Virginia does not require member names on the Articles of Organization. Commercial RA services allow the RA address to be the only public address on the filing, keeping member information off the public record.
Affiliate slot
Need a registered agent?
Commercial RA service — Northwest Registered Agent placement.
Process
How to form a LLC in Virginia
Sequential — each step gates the next.
-
Check name availability with the Virginia SCC Search the Virginia SCC entity name database at cis.scc.virginia.gov to confirm your desired LLC name is available. The name must include a valid designator (LLC, L.L.C., Limited Liability Company, Limited Liability Co., LC, or L.C.) and must not be deceptively similar to an existing Virginia entity. Optional: reserve the name for 120 days ($10) while you prepare documents.
-
Appoint a Virginia registered agent Designate a registered agent with a physical Virginia street address (no PO boxes). Virginia residents may self-serve as RA. Out-of-state owners and NoVA / DC-metro DoD contractors who maintain an office in Virginia but are not individuals with a personal VA address typically use a commercial RA service ($50–$150/yr).
-
File the Articles of Organization File online at scc.virginia.gov. The Articles require the LLC name, registered agent information, principal office address (can be out-of-state), and organizer signature. Pay the $100 filing fee. Standard processing is typically 1–3 business days online.
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Draft an Operating Agreement Virginia's LLC Act (Va. Code § 13.1-1000 et seq.) provides default rules but recommends an Operating Agreement defining membership rights, management authority, profit allocation, and dissolution procedures. Critical for DoD-contracting entities where member roles, buyout provisions, and successor rules affect contract continuity.
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Obtain an EIN from the IRS After the Articles of Organization are approved, apply for an EIN at irs.gov/ein. The online application takes under 15 minutes and provides the EIN immediately. Print the EIN Confirmation Letter (CP 575) for bank account opening.
-
Register for Virginia state taxes if applicable If the LLC will have employees or collect Virginia sales tax, register with the Virginia Department of Taxation at tax.virginia.gov. Single-member LLCs without employees and with no retail sales activity generally have no Virginia tax registration obligation beyond the annual SCC registration fee.
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File the annual registration by the anniversary month each year Virginia LLCs must file an annual registration and pay the $50 fee by the last day of the LLC's anniversary month each year. File online at scc.virginia.gov. A $25 late penalty applies for missed deadlines; continued non-filing results in administrative cancellation.
Annual obligations
What your LLC owes every year
Year-2+ costs most formation guides omit.
| Obligation | Due date | Fee | Consequence if missed |
|---|---|---|---|
| Virginia Annual Registration Fee | Last day of the LLC's anniversary month each year | $50.00 | $25 late penalty for missed filing deadline. Continued non-compliance results in administrative cancellation, making the LLC legally inoperative until reinstated. |
Provenance
Statute basis & official sources
Last verified 2026-05-06.
Virginia Limited Liability Company Act, Va. Code § 13.1-1000 et seq.; Virginia annual registration requirement: Va. Code § 13.1-1062; Virginia income tax: Va. Code § 58.1-322; IRS guidance on single-member LLC disregarded entity treatment.
Direct filing portal: https://cis.scc.virginia.gov/
If you skip the LLC
- Operating as a sole proprietor with no LLC means unlimited personal liability — a business debt or lawsuit can reach your personal assets.
- For NoVA / DC-metro DoD contractors, operating without a formal entity can impair SAM.gov registration and DUNS/UEI eligibility, affecting contract award capacity.
- Sole proprietors lose the flexibility to elect S-corp tax treatment (available to LLCs) once revenue justifies it, forfeiting potential self-employment tax savings.
- Banks, payment processors, and federal contracting agencies require an EIN and formal business entity for account opening and contract registration.
- Failure to pay the Virginia annual registration fee ($50) by the anniversary month results in a $25 penalty, and continued non-filing leads to administrative cancellation — making the entity legally inoperative until reinstated.
Formation context
Who should form in Virginia?
- Recommended for
- Northern Virginia (NoVA) and DC-metro DoD-contracting LLCs that need Virginia nexus for SAM.gov registration and federal contract awards; Virginia-resident business owners who want to form locally and avoid foreign qualification costs; Moderate-cost formations in the Mid-Atlantic where no state franchise tax and low annual fees are important; Service businesses, consulting firms, and government contractors that operate physically in Virginia
- Tax treatment (default)
- Pass-through by default at the federal level: single-member LLCs are disregarded entities (Schedule C); multi-member LLCs are partnerships (Form 1065). Virginia imposes no franchise tax on LLCs. Virginia has a graduated personal income tax (5.75% top bracket) that applies to LLC pass-through income for Virginia-resident members. The $50/yr annual registration fee is an administrative filing fee, not a tax on income or revenue.
Virginia is primarily used as a formation state by businesses that actually operate in Virginia or the NoVA / DC-metro corridor. Formation-only LLCs (formed in DE, WY, or NV) that have physical Virginia presence must foreign-qualify in Virginia and pay the $50/yr annual registration fee in addition to their formation state's fees. For Virginia-nexus businesses, forming directly in Virginia eliminates this dual-state cost.
No publication requirement in Virginia — unlike New York or Nebraska, you do not need to publish notice in a newspaper after filing.
FAQ
Common Virginia (Richmond) LLC formation questions
Is Virginia a good formation state for DoD-contracting LLCs?
Yes — especially for Northern Virginia and DC-metro contractors. Forming in Virginia avoids the cost and complexity of foreign qualification that a Delaware or Wyoming formation-only LLC would require when the company physically operates in Virginia. Virginia has no franchise tax for LLCs, a straightforward $100 formation fee, and a $50/yr annual registration fee — low carrying cost for an entity that operates in-state. SAM.gov registration (required for federal contracts) requires a physical US address and a valid EIN, both easily satisfied with a Virginia LLC.
Does Virginia have a franchise tax for LLCs?
No. Virginia does not impose a franchise tax on LLCs. The only annual obligation is the $50 annual registration fee due to the State Corporation Commission each year by the anniversary month. Compare this to Delaware's $300/yr Annual LLC Tax or Nevada's $550/yr combined obligation — Virginia's $50/yr is among the lowest annual obligations for in-state LLCs in the Eastern US.
What is Virginia's state income tax rate for LLC pass-through income?
Virginia has a graduated personal income tax with a 5.75% top bracket, applicable to income over $17,000. LLC pass-through income is added to the member's other Virginia income and taxed at the applicable marginal rate. There is no separate LLC-level income tax in Virginia — only member-level. Non-Virginia resident members pay Virginia income tax only on income derived from Virginia sources.
Can I form an anonymous LLC in Virginia?
Virginia does not require member names on the Articles of Organization — only the registered agent's address and the organizer's signature appear on the public filing. However, Virginia does not have the same statutory anonymity-first framework as Wyoming or Nevada. Member information is maintained in the Operating Agreement and internal records. For maximum anonymity, Wyoming remains the leading choice; Virginia is suitable for formations where operating in Virginia is the primary need.
What is the Virginia annual registration fee, and when is it due?
Virginia's annual registration fee for LLCs is $50 per year, due by the last day of the month that corresponds to the LLC's original formation month (anniversary month). For example, if the LLC was formed in September, the annual registration is due by September 30 each year. A $25 penalty applies for late filing. File online at scc.virginia.gov.
Do I need to register as a foreign LLC in Virginia if I form in Delaware or Wyoming?
Yes, if the LLC has a physical office, employees, or regular business activity in Virginia. This is common for NoVA DoD contractors who form in Delaware for investor familiarity but operate primarily in the DC metro area. Foreign qualification in Virginia requires a Certificate of Registration from the SCC plus Virginia's annual registration fee — adding $50/yr on top of whatever the formation state charges. For Virginia-only businesses, forming directly in Virginia avoids this dual-state obligation.
How does Virginia's cost compare to neighboring DC-metro formation states?
Virginia: $100 to form + $50/yr = ~$250 over 3 years (no franchise tax). Maryland: $100 to form + $300/yr Annual Report = ~$1,000 over 3 years. Delaware: $90 to form + $300/yr = ~$990 over 3 years. Wyoming: $100 to form + $60/yr = ~$280 over 3 years. Virginia and Wyoming are the lowest-cost options for the NoVA/DC-metro corridor. Virginia is preferred when actual Virginia nexus exists; Wyoming when the LLC operates outside any formation state.
How do I dissolve a Virginia LLC?
To dissolve a Virginia LLC, file Articles of Cancellation with the Virginia State Corporation Commission. Before filing, wind up the LLC's business: pay or settle debts, distribute remaining assets to members, and resolve any pending legal matters. All outstanding annual registration fees and penalties must be cleared. If the LLC is registered as a foreign entity in other states, withdrawal or cancellation applications must be filed in each of those states separately.
Not sure yet?
Should I form an LLC?
Still deciding between an LLC, sole proprietorship, S-Corp, or C-Corp? Our entity-type comparison breaks down formation cost, tax treatment, liability shield, and compliance complexity for all four structures side by side.
LLC vs S-Corp vs Sole Prop vs C-Corp — compare all four →Is a DBA enough?
DBA vs LLC — do you actually need a full LLC?
Already operating as a sole proprietor, or wondering whether a cheap county DBA filing ($10–$100) is enough instead of forming an LLC? A DBA lets you operate under a trade name — but provides zero liability protection. Our DBA vs LLC comparison breaks down exactly when a DBA is sufficient and when you need a state LLC filing.
DBA vs LLC — cost, liability shield & when to upgrade →After you file
Next steps after forming your LLC
Your Articles of Organization are filed — now make your LLC operational. Three actions every new LLC owner needs to take:
§ A Building permits in Virginia / Richmond
§ B Other states & comparisons
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- LLC vs S-Corp vs Sole Proprietorship — Which entity type is right for you?→
- Best Registered Agent Services — Compare Northwest, ZenBusiness, LegalZoom & Bizee→
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§ C Companion tools
Disclaimer: Informational only — not legal advice. LLC laws change; verify with a Virginia business attorney or CPA before filing.