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How to Form a Virginia LLC: Virginia and its Many Small Business Benefits

If you’re looking to start a new business, it’s a smart decision to do business as a limited liability company in Virginia. Forming an LLC in Virginia is a lot of work, but it also comes with many important benefits that can help you grow your business while keeping your personal property safe.

The LLC formation process can be lengthily, but when you operate as a limited liability company, your personal assets are protected from any circumstances of your business. This means that personal bank accounts and properties cannot be sued for or owed in the case of a lawsuit or LLC debts.

The LLC formation professionals at LLC Formations are here to guide you step by step so you can get your LLC up and running in no time.

Forming an LLC in Virginia requires completing five steps. These are the following requirements that your LLC must go through in Virginia State:

1. Conduct an LLC Virginia name search

2. Pick a registered agent and pay your registration fee or filing fee

3. Create your Articles of Organization

4. Complete an Operating Agreement

5. Obtain an EIN for Your LLC

Conduct an LLC Name Search for Your Business in Virginia State

Virginia LLC

If you’re looking to form an LLC, you need to make sure that you’re the only LLC in Virginia with that name. Determining the name of your Virginia LLC is one of the first decisions you’ll make as a business owner when you form an LLC. Most people create a distinctive business name that best represents their Virginia LLC. In order for you to form an LLC in Virginia state, one of the unavoidable requirements is that your chosen LLC name is unique.

To avoid picking something that is already owned by another business, the Commonwealth suggests you conduct a Virginia LLC name search. This helps you to avoid get rejected because your name is the same or similar to an existing business name.

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Choose a Registered Agent for Your Virginia LLC

To conduct a name search, you’ll use the Virginia business name database that has access to the name of every LLC in the state of Virginia. Input your ideal name into the search box, then hit “Check Name” on the page. The results will show if it is available in Virginia. Once you select a name, you can go to the next step of finding a registered agent service or you can do the paperwork yourself for your Virginia LLC.

It’s important to note that when you are selecting a company name, it must end with LLC in the title as required by the Virginia Commonwealth. You’re also limited in what you can include in your LLC’s name. You can’t include titles such as bank, university, or any type of government agencies, such as the FBI. You’re also not allowed to use words such as “incorporation,” “corporation,” “corp.” or “inc.” in your Virginia LLC name.

Not quite ready to pull the trigger? Our step by step guide can provide some answers to help you decide. Contact the professionals at LLC Formations so we can help guide you on how to choose the perfect name for your Virginia LLC.

How Do I Conduct a Name Search?

A registered agent, or resident agent, is someone who is responsible for receiving all of the important documents related to your Virginia LLC. You can be your own registered agent, someone in your LLC can be the registered agent, or you can hire a registered agent service within the state of Virginia to work as your registered agent.

The registered agent must have a physical address within Virginia state. A mailbox or PO box in the state is not accepted, only a physical address. If you live out of state, it’s recommended that you hire a registered agent service to handle your service of process so you can be sure that you’re receiving all of the important mail for your out of state business. It’s okay to miss junk mail, but if you don’t have a reliable agent, you may miss very important mail. This can include correspondences from the Secretary of State that could lead to your LLC being dissolved if you don’t respond quickly enough.

Registered agent services charge fees for handling all of your paperwork, but the fees are minimal at best and offer you the peace of mind that your business is being taken care of properly. Your agent must be available during normal business hours, so when you hire a service, you can be sure that they are available and ready to handle anything that comes in about your Virginia business.

If you’re looking for a service to help you, contact the team at LLC Formations so we can connect you with a registered agent that will meet your needs.

Create Your Articles of Organization for Your Virginia LLC

The Articles of Organization is a legal document used to establish your LLC in the state of Virginia. Within the document is information describing the duties, powers, rights, liabilities and any other obligations for each LLC member and between each LLC member. The Articles of Organization should include:

1. Your LLC’s business name

2. Your LLC’s address

3. The name and address of each LLC member

4. The names and addresses of all of your LLC managers, directors and organizers

5. Name of your LLC’s registered agent

6. The statement of purpose for your LLC

Virginia LLCs and foreign LLCs registered in the state of Virginia are required to pay a filing fee when they file the Articles of Organization. You are also required to submit the document and information with original signatures of each member of the Virginia LLC. The Commonwealth doesn’t accept photocopies of your Articles of Organization. Once filed by your business entity, your Articles of Organization it is reviewed by Virginia. If approved, your LLC is now active. Your LLC is now bound by the laws under which it was formed. Thus, the document is actually your LLC’s charter.

The Commonwealth will send you a certificate and receipt about 10 to 15 business days after you file the articles and have the document approved. The certificate is your confirmation of your registration and your receipt is the proof of payment. It also includes your LLC’s State Corporation ID number (SCC ID) which is unique to your LLC. Thus, you’ll need this information every time you pay your annual registration fee and file your taxes. The annual registration fee is discussed later in this article.

You won’t receive the certificate or the receipt for the Articles of Organization unless you’re the registered agent. Virginia sends this information only to your registered agent. The registered agent serves as the communication link between the state and the Virginia LLC, so it’s important to pick a good registered agent to file the articles with when forming an LLC. Make a copy of your Articles of Organization for your records before sending it to the Commonwealth as the original document won’t be returned to the registered agent of your limited liability company.

Can My Articles of Organization Be Rejected?

Keep in mind, your Articles of Organization can be rejected by the Commonwealth. If there is an issue with any part of the Articles of Organization, the Commonwealth will send you a letter and instructions on how to resolve the issue and then you must include the revision. For example, your Articles of Organization can be rejected for not having the proper signatures or information in it. Using a registered agent service to help you with your Articles of Organization can help you to avoid these issues so you can get your Virginia LLC up and running.

Complete an Operating Agreement for your LLC in Virginia

An LLC Operating Agreement in the state of Virginia is a legal document which allows you to structure your working and financial relations with your LLC co-owners. You and your co-owners will outline how much each of the business you own (percentage of ownership), the share of the profits, and the share of the losses. Also outlined in the LLC Operating Agreement is each co-owner’s rights and responsibilities regarding the Virginia business.

Another important detail in an Operating Agreement is how the business will be dissolved and what happens to a member’s share if they leave or die. You should include what happens if new co-owners buy into the LLC or if a person decides to leave the business.

Virginia doesn’t require you to file or even have an Operating Agreement to form an LLC. However, it is a great idea to have one. It doesn’t matter if you are the sole owner of the business entity or you have co-owners. Operating Agreements are a necessary part of the business formation process. Operating Agreements organize your business so you can conduct it well and remain in good standing.

Helps You Keep Your Virginia LLC Protected

The main reason to create an Operating Agreement is to make sure the courts keep your personal finances and LLC finances separate. This is more useful in a single person LLC, but it’s important for all types of business entities. Without an Operating Agreement, your LLC may appear to be more of a sole proprietorship or single person LLC. With a sole proprietorship, your finances can be co-mingled. This means the court can require you to pay your LLC’s debts if it appears to be a sole proprietorship.

Another issue is piercing the corporate veil. The term refers to using money from your LLC for personal reasons. This will terminate your company in Virginia because your LLC must not combine its money with your personal money. When the Commonwealth ends your LLC, you can no longer enjoy the benefits of having limited liability. Thus, having an Operating Agreement keeps the LCC separate from your personal finances.

Ensures That Your Virginia LLC is Following its Own Rules

Virginia has laws that outline basic operating rules. Some of these rules are used by your business unless you have an Operating Agreement with different rules. Virginia’s basic operating rules are called default rules. When you have an Operating Agreement, you’re allowed to include and/or exclude default rules in your LLC. You have more latitude in what your LLC rules are. This prevents any management or financial and management misunderstandings that can arise, so it’s wise to use your Operating Agreement as a guide for how you choose to operate your Virginia LLC.

Co-owned LLCs must document their decision-making protocols and profit-sharing decisions. They must include their procedures for acquiring new co-owners and any co-owner departures. Without an Operating Agreement, you and your co-owners aren’t equipped to settle any misunderstandings that arise of management and finances. As a result, the Commonwealth’s operating rules must be followed.

If you need help writing your Operating Agreement, contact the professionals at LLC Formations to make sure that all of the important and necessary information is included.

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Obtain an EIN for Your LLC

An Employer Identification Number (EIN) is issued by the Internal Revenue Service (IRS) to your business in Virginia. The employer identification number is similar to a Social Security Number for an individual, but it’s only valid for your LLC in Virginia. It assists the IRS in identifying your LLC for tax and tax filing purposes in the state. It’s also necessary if you want to open a business bank account for your Virginia LLC.

An IRS tax ID is required if you want to open a bank account under your LLC to handle employee payroll if you plan to hire employees. If your LLC needs Commonwealth permits and licenses, you’ll need an EIN for that too. The EIN allows you to obtain a business credit card and lines of credit for your LLC. You’ll use the number to file taxes at the local, state and federal levels. Applying for an EIN is free and can be done online or by mail. You’re required to complete some questions about your LLC before the IRS gives you the number. The same questions are asked on the EIN application whether you choose to apply online or by mail.

Please note, if you decide to have the application done online, you will get your EIN immediately. However, the IRS will only provide EINs during weekdays and normal business hours. Another thing for you to remember is that if you don’t have an SSN or ITIN, you can still obtain an EIN. You must complete the paper Form SS-4 to do so. The IRS won’t allow you to get one online. You also want to wait to receive approval for your LLC prior to obtaining an EIN. If the Commonwealth rejects your LLC, the non-existent LLC will have an EIN you can’t use.

Other Steps You Should Take to Form Your LLC in Virginia

When forming your Virginia LLC, it’s important to make sure that you have taken every step to ensure the productivity of your business. This will help you as you scale your business and avoid unwanted headaches in the future. When you take the extra steps to protect your LLC, you will be able to focus solely on growing your business.

Some additional steps you should take to form your LLC will depend on your industry and type of business you have. If you are selling goods, collecting sales tax, or have employees, you’ll need to register your LLC with the Virginia Department of Taxation. Register online via the VATAX online or the Form R-1 paper form. You may also want to consider obtaining business permits or additional insurance for your LLC.

Business Permits

You also may need to obtain the correct permits and business licenses needed for your LLC. Be sure to check the state filing fee and applicable registration fees. The type of business licenses and/or permits will depend on the type of business you have, such as a restaurant or construction company. Check with the Commonwealth to determine the type of licenses and/or permits needed and the fee schedule.

Insurance

It’s also important that you get business insurance for your LLC. Business insurance helps minimize the risk of devastating financial losses because of uncontrollable events. The most common types of business insurance are general liability insurance and professional liability insurance. General liability insurance is a type of insurance policy that protects your LLC from lawsuits.

Professional liability insurance is for professional service providers. Examples of professional service providers include accountants and consultants. The policy covers any claims of business errors and/or malpractice. Be sure to include the responsibilities of each member or role in your articles of organization to save you from future problems.

If you have any questions about how to check for the required fees, a specific due date, or how to obtain insurance, contact the professionals at LLC Formations so we can guide you about how to get all of your questions answered so you can form your Virginia LLC.

Setting up a Foreign LLC in the Commonwealth

An LLC formed in states outside the Commonwealth can still operate in Virginia. However, LLCs from other states must register with the Virginia State Corporations Commission as a foreign LLC if it is formed outside of Virginia. Being a foreign LLC just means that your LLC was originally formed in another state or territory, not that it’s international. If you originally opened up business in another state and now want to expand to more states, a foreign LLC would apply to you.

To form a foreign LLC, you follow the same steps as a traditional LLC, such as completing a Virginia LLC name check to search for similar business names and paying the applicable fees. Your registered agent must be also a Virginia resident who is either a manager, member, director or general partner of the Virginia LLC. Your registered agent must have a street address or office address in the state of Virginia. Also, the LLC is required to be a corporation authorized to conduct business in the Commonwealth of Virginia.

The Commonwealth requires all foreign LLC’s to file an Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Company. A registered agent may be beneficial in helping you to keep all of your documentation in order. If you’re operating in multiple states, it’s probably best to hire a registered agent service that can help you keep your formation documents and business documents organized for future needs.

If you’re planning to expand your LLC to another state, contact the professionals at LLC Formations so we can guide you on the best way to open up your limited liability company in another state.

How Can LLC Formations Help You?

After your LLC is active in the Commonwealth, you are obligated to pay an annual registration fee to keep the LLC going. The annual registration fee is due before or on the last day of the month in which you registered your LLC. Your registered agent will receive a mailed notice from the Virginia Corporations Commission regarding this fee, called a notice of the assessment. If the fee isn’t paid by the required date, your LLC will be assessed a penalty. The fee can be paid via postal mail or online.

In Virginia, an LLC is a legal structure which allows you to protect your personal assets such as your bank account, home, or car in the event your company is sued. You can also use your LLC in Virginia to solely operate a business or hold assets such as real estate. The benefits of an LLC are great, however, forming the LLC can be a tough task without the help of a professional service.

One simple mistake on the formation documents can cause Virginia to reject your LLC during the formation process. This is a major setback when you’re trying to grow your business. Besides, you have too much on your list of things to do to worry about personally forming your Virginia LLC. Focus on starting your business with important aspects, such as obtaining capital. Let our professional LLC formation service make the process stress free and much easier for you so you can focus on the important parts of growing a business. Our Washington LLC guide is another great resource to check out.

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