Forming a Virginia LLC
We can help you form your Virginia LLC!
If you’re in business in Virginia or thinking of starting a business in the Commonwealth of Virginia, you should form a Virginia limited liability entity for your business that will protect you from potential liability as well as provide you with tax benefits that will allow you to keep more of the money you make.
We can help you properly form a Virginia limited liability company, commonly referred to by its abbreviation – LLC. Forming a Virginia LLC is similar to forming a Virginia corporation but has different documentation and filing requirements. The value of a Virginia LLC, like a Virginia corporation, is in the limited liability it provides its owners (aka “members”). In order to enjoy that limited liability, though, the LLC must be set up and run properly. Failure to do so can result in an attempt by company creditors to “pierce the veil” and attempt to hold the member’s liable for the LLC’s debts.
To properly form a Virginia LLC, you should:
- Pick a name that is available and that does not infringe upon the trademark rights of anyone else. All LLC names must be different than the name of any other corporation or LLC in Virginia and must end in “limited liability company,” “limited company,” or an abbreviation of these such as “LLC,” “LC.” While you can search the Virginia State Corporation Commission records for name availability, it is important to know that approval of your name by the State Corporation Commission is not legal trademark clearance of your rights to use that name. A separate search should be done to make sure the proposed name does not infringe on someone else’s trademark rights. This can be done at the United States Patent & Trademark Office website. When choosing a corporate name, it’s also a good idea to see whether the domain name is available.
- Prepare and file the articles of organization with the Virginia State Corporation Commission. The articles must contain specific information required by the Virginia Code (see 13.1-1011 of the VA Code) as a bare minimum but may contain more provisions dealing with indemnity and other issues.
- Nominate a Virginia registered agent for the LLC. A registered agent is the person designated on the public records as the “go to” person for official communications to the LLC. Typical examples of these “official communications” are letters from the Virginia State Corporation Commission and service of process (lawsuits, employee garnishments, etc.) from the county sheriff and process servers. For more information about Virginia registered agents, and our registered agent services, visit our “Registered Agent” page.
- Draft an Operating Agreement for the LLC. This is the step most often skipped by do-it-yourselfer’s. The Operating Agreement is the contract between the members and the LLC that sets forth the rights and responsibilities of the members. It should cover important issues such as the admission of new members, the process by which a member may leave the LLC, the ownership share of each member and their individual contributions, events of dissolution for the LLC (and the process by which a dissolution takes place), and more.
- Obtain an Employer Identification Number (“EIN”) from the IRS and decide whether to elect to be taxed as a sole proprietorship (the default form of taxation if there is only one member of the LLC), a partnership (the default form of taxation if there is more than one member of the LLC) or as an “S” Corporation. Yes, an LLC may elect to be taxed as an S Corp. despite the fact that it is not a “corp.” Don’t let the name fool you.
- Run the LLC correctly! Setting up your new LLC is important but you must also run it properly for it to protect you! For that reason, we provide our expertly written eBook – “I Have an LLC – Now What? Your Complete Guide to your New Virginia LLC” – with every new LLC formation order at no additional cost, available upon request. This 12 page e-book is filled with all of the information you need to be sure you’re moving forward with your new LLC properly and are taking advantage of the maximum legal protections available to you.
- On an ongoing basis, the LLC should be sure to pay its annual assessment (sent out by the State Corporation Commission in July every year) to maintain its good standing.
We can help you get off the ground with your new Virginia LLC quickly and efficiently. We also allow you to select only the services you need at this time.
To get started, fill out our secure order form below. We’ll follow up with you to confirm the availability of your desired name and to explain the process in more detail
Virginia Registered Agent Services
Located in the capital of Virginia, we can capably act as your registered agent today