How to Start an LLC in Virginia (2026): Step-by-Step Guide

Published: June 2026 · Updated for the 2026 tax year

Starting an LLC in Virginia is a clean, low-cost process — once you know two things most guides get wrong. First, you don't file with a "Secretary of State"; Virginia is one of the few states where business entities are formed through the State Corporation Commission (SCC). Second, there's no annual report to fill out — just a flat $50 annual registration fee. This guide walks through every step, what a Virginia LLC actually costs (year by year, not just the headline filing fee), the registered-agent rule that surprises people, how to form one from outside the US, and the deadlines that quietly cancel LLCs that miss them.

Form your Virginia LLC for free with Jupid. We prepare and file your Articles of Organization — you pay only the state's $100 filing fee, with no service markup. Start your Virginia LLC →

A note from Slava

I'm Slava, co-founder and CEO of Jupid. Before this I co-founded and scaled an AI-powered accounting platform to around $30M in revenue and more than 100,000 business users — the kind of company that ends up filing a lot of paperwork in a lot of states and watching customers trip over the same potholes again and again.

Virginia is one of the friendlier states to form in: the recurring cost is just $50 a year, there's no franchise tax, and the online filing system actually works. But two details catch people. One is the State Corporation Commission — half the "how to start an LLC in Virginia" articles online say you file with the Secretary of State, which doesn't even exist for this purpose in Virginia, and that mistake tells you they didn't check. The other is the registered-agent rule: Virginia won't let just any in-state friend serve as your agent the way most states do. An individual agent has to be a member or manager of your LLC, or a Virginia State Bar member. Miss that and your filing bounces.

So this guide gets the basics exactly right, then does the three things the others skip: it adds up the real cost over time, it spells out the non-resident path, and it hands you a dated checklist for your first 90 days so the annual-fee deadline doesn't quietly cancel your company. Everything here is current for 2026, with links to the official sources so you can verify before you file.

Virginia LLC at a glance

Sources: Virginia SCC — LLC forms and fees, Virginia SCC — annual registration fees, Virginia Tax — pass-through entities.

Should you actually form your LLC in Virginia?

If you live in Virginia and run your business from Virginia, you should almost certainly form your LLC in Virginia. The popular advice to "form in Wyoming or Delaware instead" doesn't help you here: an out-of-state LLC that does business in Virginia has to register as a foreign LLC with the SCC anyway — which means a second filing fee, a second $50 annual registration fee, and a registered agent in each state. You end up paying more for more paperwork, and you still owe Virginia income tax on Virginia-source income.

Virginia is also a genuinely good home state on the merits. The recurring cost is one of the lowest in the country — $50 a year, no franchise tax — and Northern Virginia's proximity to Washington, DC makes it a natural base for government contractors, tech, and consultants who need a US presence near the federal market.

Forming elsewhere makes sense in a narrower set of cases: you genuinely don't operate in Virginia (no office, employees, or significant activity here), you're a non-resident with no US footprint at all, or you have a specific reason — outside-investor expectations, for instance — that points to Delaware. If you're weighing it, our best state to form an LLC tool walks through the trade-offs, and our Wyoming LLC guide covers the no-state-income-tax, non-resident case in detail.

For everyone else: Virginia it is. Here's how.

How to start an LLC in Virginia, step by step

1. Choose and check your LLC name

Your name has to include "Limited Liability Company," "Limited Company," or an abbreviation — "LLC," "L.L.C.," "LC," or "L.C." ("Limited" can be shortened to "Ltd." and "Company" to "Co.") — and it has to be distinguishable from every other entity on the SCC's records. Search the business entity database in the Clerk's Information System before you get attached to anything. Need ideas or want to check a few options at once? Our Virginia business name generator is built for exactly that. If you want to lock a name in before you're ready to file, a Name Reservation (Form SCC631) holds it for 120 days for $10.

2. Appoint a qualifying Virginia registered agent

This is the step Virginia makes stricter than almost any other state, so read it carefully. Every Virginia LLC needs a registered agent who can accept legal papers and SCC notices on its behalf. An individual agent must be a Virginia resident with a physical Virginia street address — a P.O. box won't do — and must also be one of the following: a member of the Virginia State Bar, or a member or manager of your LLC (that is, part of the entity's own management). A friend who lives in Virginia but is neither a lawyer nor an owner/manager of your LLC cannot serve. Your other option is a commercial registered-agent business authorized in Virginia, which is what every non-resident and most privacy-minded owners use. The LLC itself can never be its own agent. The agent's name and Virginia address become public record, so plenty of Virginia owners hire a commercial agent (roughly $50–$150 a year) purely to keep a home address off the books.

3. File the Articles of Organization (Form LLC1011)

This is the step that creates your LLC. File Form LLC1011 online through the Clerk's Information System for $100. You'll list the LLC name, the registered agent and registered office address, and the principal office address. Standard online processing is usually approved within a few business days — often the same day when the SCC's queue is short — and filing by mail takes roughly two weeks. One tip: don't attach your own custom articles unless you have to, because the SCC's manual review of attachments adds about five business days. If you need it faster, the SCC offers online expedited service: $50 for next-business-day (submit by 2:00 PM EST) or $200 for same-day (submit by 10:00 AM EST). Once it's approved, download the stamped copy — your bank will ask for it.

4. Write an operating agreement

Virginia does not require you to have an operating agreement and doesn't ask to see one, but you should write one anyway. You keep it with your company records (Virginia does require the LLC to keep a current member list at its principal office). It sets out ownership percentages, how profits are split, who can make decisions, and what happens if a member leaves. Even a single-member LLC should have one — it's part of how you keep the liability shield intact and it's usually required to open a business bank account.

5. Get your EIN from the IRS

An EIN is your LLC's federal tax ID, and you need it to open a bank account, hire anyone, and file taxes. It's free. Apply at irs.gov — if you have an SSN or ITIN, the online application takes a few minutes. If you don't (common for non-resident owners), file Form SS-4 by fax or mail with "Foreign" written on the responsible-party line, or call the IRS international EIN line; see the non-resident section below. Never pay a third party for the EIN itself — the number is always free from the IRS.

6. Calendar the $50 annual registration fee

Here's the recurring obligation, and the good news is how simple it is. Every Virginia LLC owes a flat $50 annual registration fee — not an annual report, not a financial disclosure, just a fee. It's due by the last day of your LLC's anniversary month (the month you organized). The SCC assesses it and mails the notice to your registered agent about two months before the due date; you can't pay before you're assessed. Pay it online through the Clerk's Information System — there's no processing fee for online payment. Miss the deadline and a $25 penalty is added. Leave it unpaid into the third month after the due date and the SCC automatically cancels your LLC — more on that trap below.

7. Register for Virginia state taxes and local licenses

Forming the LLC doesn't cover your tax and local obligations. If you sell tangible goods or taxable services with Virginia nexus, register for sales and use tax with Virginia Tax before you start collecting. If you'll have employees, register for employer withholding with Virginia Tax and for unemployment insurance with the Virginia Employment Commission. Many Virginia cities and counties — Fairfax, Arlington, Alexandria, Loudoun, and others — charge a local business license tax (BPOL), often based on gross receipts, so check your locality. And any professional or industry license you'd need as a sole proprietor, you still need as an LLC.

What a Virginia LLC really costs, year by year

Most guides quote "$100 plus $50" and stop, and some even add them together as a "$150 first-year cost" — which double-counts, because the $50 fee isn't due at formation. Here's the fuller, correctly-timed picture.

Year one

Every following year

A timing point worth knowing. Unlike California (where the $800 franchise tax can hit twice in a few months if you form in December), Virginia's $50 fee is gentle and predictable — it simply tracks your anniversary month and you can't even pay it early. There's no December trap here. The one timing risk is forgetting it: because the SCC mails the notice to your registered agent (not directly to you), founders who use a commercial agent sometimes never see the reminder. Calendar your anniversary month yourself.

DIY versus a formation service versus Jupid. Doing it yourself costs the $100 filing fee and your time. A formation service charges $0–$300 on top of the state fees (the "$0" packages still pass through the $100 and then upsell you a registered agent and a "compliance" subscription). Jupid forms your Virginia LLC for free — you pay only the state filing fee — and then handles the bookkeeping and tax filings afterward, which is where most of the ongoing cost and hassle actually lives. To model the annual numbers for your situation, use our Virginia LLC annual cost calculator.

Forming a Virginia LLC as a non-resident or foreign founder

You can own a Virginia LLC without being a US citizen or resident — Virginia imposes no residency requirement on members or managers. The practical hurdles are a Virginia agent, an EIN, a US bank account, and your US and Virginia tax filings.

Registered agent (the one cost you can't avoid). Because a non-resident has no Virginia street address and isn't a Virginia State Bar member, you cannot be your own agent — you must use a commercial Virginia registered agent. Budget around $50–$150 a year. This is the single unavoidable annual cost for a foreign founder, and your agent is usually also the party that submits your filing.

Getting an EIN without an SSN. The IRS online EIN tool requires the responsible party to have an SSN or ITIN, so foreign founders generally can't use it. Instead, file Form SS-4: on the line asking for the responsible party's SSN/ITIN/EIN, write "Foreign" — don't invent a number. Submit it by fax or mail, or call the IRS international EIN line. Check the current Form SS-4 instructions for the right fax and phone numbers, since the IRS changes them; turnaround is usually a few weeks by fax and immediate by phone. The EIN is free.

ITIN. An ITIN (Form W-7) is a tax ID for individuals who aren't eligible for an SSN. Your LLC gets an EIN; you as an owner may separately need an ITIN only if you have a US tax filing obligation of your own. ITINs are issued with a tax return attached or through an IRS Certifying Acceptance Agent and can take a couple of months.

The Form 5472 obligation — don't skip this. A single-member LLC owned by a non-US person is a "disregarded entity" that generally must file Form 5472 along with a pro-forma Form 1120 every year, reporting transactions between the LLC and its foreign owner. This is an information return, not an income tax return — and the penalty for missing it is $25,000. A foreign-owned multi-member LLC files Form 1065 instead. Almost no Virginia LLC guide mentions this; build it into your annual calendar from day one.

US bank account. Most traditional US banks want the owner physically present to open a business account, along with the EIN confirmation letter, the filed Articles of Organization, the operating agreement, and a passport. Several fintech business-banking platforms onboard non-resident-owned US LLCs remotely — eligibility and policies change, so check current terms before you rely on any of them. This tends to be the most friction-prone step.

Virginia tax. The $50 annual registration fee applies no matter where you live. A nonresident member with Virginia-source income may owe Virginia nonresident income tax, and a multi-member LLC files a Virginia pass-through return (Form 502) and may have to withhold on Virginia-source income distributed to nonresident members. If the LLC has no Virginia-source income and isn't engaged in a US trade or business, there may be little or no Virginia income tax — but the federal obligations (Form 5472, possibly effectively-connected-income filings) still apply. A US cross-border CPA is worth the consultation here.

Registered agents and the Corporate Transparency Act (BOI)

Your registered agent is the person or company designated to receive lawsuits and official SCC notices for the LLC. Virginia requires an in-state agent who meets its qualification rule — a Virginia resident with a street address who is either a Virginia State Bar member or a member/manager of the LLC, or a commercial registered-agent business — which is why every out-of-state and foreign founder hires a commercial agent, and why even Virginia residents often do, to keep a home address off the public record.

On the federal beneficial-ownership side: under the Corporate Transparency Act, LLCs were originally required to file a Beneficial Ownership Information (BOI) report with FinCEN. That changed. FinCEN's interim final rule, published in March 2025, redefined a "reporting company" to mean only entities formed under foreign law that register to do business in a US state. As of early 2026, that means a Virginia-formed LLC — even one with foreign owners — has no BOI filing obligation. Older articles still tell you to "file within 30 days"; that's now wrong for domestic LLCs. FinCEN has said it intends to finalize the rule, so this could shift; check fincen.gov/boi before you assume one way or the other. (If you register a foreign-formed entity to do business in Virginia, that entity may still have a BOI deadline.)

Your first 30, 60, and 90 days

Days 1–7

• Get your EIN from the IRS (free; online if you have an SSN/ITIN, otherwise by fax or mail with "Foreign" on the responsible-party line).
• Adopt your operating agreement in writing — not filed with the SCC, but banks and the IRS expect it; keep your member list at your principal office.
• Confirm your registered agent qualifies under Virginia's rule and the Virginia office address is current.
• Check your BOI status. As of early 2026 a domestic Virginia LLC has no FinCEN filing to make; re-verify at fincen.gov/boi.

Days 1–30

• Open a US business bank account (EIN letter, filed Articles, operating agreement, ID).
• Register for Virginia sales and use tax with Virginia Tax if you sell taxable goods or services.
• Register for employer withholding (Virginia Tax) and unemployment insurance (Virginia Employment Commission) if you'll hire, and set up federal payroll.
• Apply for your local business license (BPOL) with your city or county, and get any professional or industry licenses your work requires.
• Look into business insurance — general liability now, workers' comp once you have employees.

Days 30–90

• Set up bookkeeping and keep personal and business finances strictly separate — that separation is what holds up the limited-liability shield.
• If you're a foreign-owned single-member LLC, put the annual Form 5472 + pro-forma 1120 filing on your calendar now.
• Decide on federal tax classification — default (disregarded/partnership) versus an S-corp election (Form 2553), typically worth modeling once profit clears roughly $40k–$50k.
• Calendar your recurring deadline: write your LLC's anniversary month into your calendar with a reminder a few weeks ahead, since the $50 fee notice goes to your registered agent rather than to you. Late is a $25 penalty; ignored, it's automatic cancellation in the third month after the due date.

Common mistakes with Virginia LLCs

Naming a registered agent who doesn't qualify. Why it hurts: Virginia rejects (or later flags) an individual agent who isn't a Virginia resident, isn't a member/manager of the LLC, and isn't a Virginia State Bar member — so your filing bounces or your agent appointment fails. Fix: either appoint yourself if you're an owner/manager living in Virginia, or use a commercial Virginia registered agent.

Treating the $50 fee as an "annual report." Why it hurts: people go looking for a report form that doesn't exist, or assume there's nothing due at all. Fix: there's no report — just pay the flat $50 registration fee online by the last day of your anniversary month.

Letting the LLC get canceled. Why it hurts: miss the $50 fee and it isn't just a penalty — if it's unpaid by the last day of the third month after the due date, the SCC automatically cancels your LLC, which strips your liability protection and your ability to do business until you reinstate (Form LLC1050.4P, $100 plus the unpaid fees). Fix: calendar your anniversary month yourself; don't rely on a notice that goes to your registered agent.

Thinking a Wyoming or Delaware LLC dodges Virginia costs. Why it hurts: if you operate in Virginia, the out-of-state LLC has to register here as a foreign LLC, so you owe a Virginia filing fee, the $50 annual fee, and a Virginia registered agent anyway — plus the other state's fees. Fix: if Virginia is where you do business, form in Virginia.

How Jupid helps

Jupid forms your Virginia LLC for free — you pay only the state's $100 filing fee, with no service markup and no surprise "compliance" subscription. After that, Jupid is your AI accountant, working in WhatsApp and iMessage the same way you already text. It connects to your business bank account, automatically categorizes your transactions (around 95.9% accuracy), keeps your deductions organized, and prepares your tax filings with CPA review before anything is submitted. The $50 annual fee you'll just pay once a year — but clean books, the right federal filings (including Form 5472 if you're foreign-owned), and a Virginia return that holds up are real work, and that's the work Jupid does for you. Start your Virginia LLC free with Jupid →

Frequently asked questions

How much does it cost to start an LLC in Virginia in 2026? The state filing fee for the Articles of Organization (Form LLC1011) is $100, paid to the State Corporation Commission. After that, the only recurring state cost is a flat $50 annual registration fee, due each year by the last day of your LLC's anniversary month. There's no franchise tax. If you don't qualify to be your own agent you'll also pay a commercial registered agent, typically $50–$150 a year.

Does Virginia have an annual report for LLCs? No. Virginia LLCs do not file an annual report — that's a corporation requirement. Virginia LLCs instead pay a flat $50 annual registration fee, due by the last day of the LLC's anniversary month. There's no information form, no financial disclosure, and you can't pay before the SCC assesses you (it mails the notice two months ahead of the due date).

Who can be a registered agent for a Virginia LLC? Virginia is unusually strict. An individual agent must be a Virginia resident with a physical Virginia street address and must also be either a member of the Virginia State Bar or a member or manager of the LLC. Alternatively, you can use a commercial registered-agent business authorized in Virginia. The LLC cannot serve as its own agent, and P.O. boxes are not allowed.

Can a non-US resident form a Virginia LLC? Yes. Virginia has no citizenship or residency requirement for members or managers. Because a non-resident can't qualify as their own registered agent, you'll hire a commercial Virginia registered agent, and you can get an EIN without an SSN by filing Form SS-4. If you're the sole owner, the LLC must file Form 5472 with a pro-forma Form 1120 every year — the penalty for missing it is $25,000.

Does Virginia require LLCs to publish a formation notice in a newspaper? No. Unlike New York, Arizona, Nebraska, Georgia, and Pennsylvania, Virginia has no newspaper publication requirement for LLCs. There's no publication step and no publication cost.

How long does it take to form an LLC in Virginia? Online filings through the SCC's Clerk's Information System are usually approved within a few business days, and often the same day when the queue is short. Filing by mail takes roughly two weeks. If you need it fast, the SCC offers online expedited service: $50 for next-business-day and $200 for same-day.

Official sources

• Virginia SCC — Virginia Limited Liability Companies (forms and fees) (Form LLC1011, $100; name reservation SCC631, $10/120 days)
• Virginia SCC — Clerk's Information System (CIS) (online filing and fee payment portal)
• Virginia SCC — Annual Registration Fees ($50 LLC fee, last day of anniversary month, $25 penalty, automatic cancellation in the third month after the due date)
• Virginia SCC — Registered Agent and Office (qualification rules)
• Virginia SCC — Online Expedited Services ($50 next-day, $200 same-day)
• Virginia Tax — Pass-Through Entities · Virginia Tax — Elective Pass-Through Entity Tax (5.75% PTET)
• Virginia Tax — Retail Sales and Use Tax · Virginia Tax — Remote Sellers and Economic Nexus
• IRS — get an EIN · Instructions for Form SS-4 · About Form 5472
• FinCEN — Beneficial Ownership Information
• Related on Jupid: Virginia LLC formation · Virginia LLC annual cost calculator · Virginia business name generator · best state to form an LLC · Wyoming LLC guide · North Carolina LLC guide

This guide is general information, not legal or tax advice. Fees, deadlines, and thresholds change — verify with the official sources above before you file.

Last updated: June 2026.