Virginia

LLC, Business License, Incorporation in Virginia

Virginia has the twelfth-largest population in the nation, the tenth-largest GDP, and is home to 32 Fortune 1000 firms, as well as three companies on the Forbes list of "America's Largest Private Companies:" Mars, Performance Food Group and Hilton Worldwide. More than 40 firms headquartered in Virginia have annual revenues of over $1 billion, and more than 700 internationally-based companies from 45 countries have operations in Virginia, with more than $8.3 billion in investments. Virginia's targeted business sectors are diverse, and include food processing, aerospace, plastics & advanced materials, data centers, IT, life sciences, automotive, energy and distribution. Small business is also a critical component of Virginia's economy, with roughly 95 percent of the businesses in the Commonwealth classified as small businesses.

How to Incorporate in Virginia

If you decide to incorporate in Virginia, The Company Corporation will take care of all the details. We'll research the availability of your company name, help you prepare and file your Articles of Incorporation with the Virginia State Corporation Commission, and expedite fee payment. We can also take care of many of your company's follow-up needs, including annual report and annual registration preparation and filing. We've included below an overview about organizing and forming your corporation.

Steps to Incorporate

Select a Business Name

The first step to incorporating in Virginia is to select an original business name not already in use or reserved by another business in the state. Here are some things to keep in mind when choosing your name:

  • The name of your company must be written in English letters or Arabic or Roman numerals.
  • The company name may include any of the following punctuation marks or symbols: periods, commas, colons, semi-colons, apostrophes, round parentheses, dashes, minus signs, plus signs, equals signs, question marks, exclamation points, and @, #, $, %, &, and *. No other letters, numbers or marks are acceptable.
  • The name must include the word "company," "corporation," "incorporated," or "limited," or the abbreviation "Co.," "Corp.," "Inc." or "Ltd."
  • The name may not contain language stating or implying that the corporation is organized for a purpose other than that indicated on its articles of organization.
  • The name of a corporation may not imply that it is or will be conducting business as a bank, trust company, insurance company, or public service company, such as a railroad, telephone company, utility, or water or sewer company, unless it will actually be engaged in such business.
  • No business entity's name may include the word "bank" or "trust" unless it will be engaged in the banking or trust company business, or it is clear from the context of the remaining words that it will not be engaged in such business.
  • No business entity's name may include the word or words "engineer," "architecture" or "land surveying," or any modification or derivation of such words, unless the entity will be lawfully engaged in such services or it is clear from the context of the remaining words that the entity will not conduct such business.
  • The words "United States," "national," "Federal" and "reserve" may not be included in the name of a business entity that is engaged in the banking, loan, building and loan, brokerage, factorage, insurance, indemnity, savings or trust business.

The Company Corporation will do the necessary research to make sure your company's name meets Virginia state standards.

When incorporating in Virginia, you can reserve a corporate name for 120 days for a fee of $10.00. You can renew the reservation for successive periods of 120 days, as long as you renew during the 45-day period before the reservation expires.

File Articles of Incorporation

Once we have verified your company name, The Company Corporation will file your Articles of Incorporation with the Virginia State Corporation Commission. The filing includes the following information:

  • Corporate information: The exact corporate name, including abbreviations and punctuation.
  • Stock: The total number of shares your company is authorized to issue. (Note: the charter fee and annual registration fee are based on the number of authorized shares.) If more than one class or series of shares is to be authorized, the articles must state the number of each class of stock that the corporation is authorized to issue.
  • Registered Office and Agent: The name, street address and county (or independent city) of a registered agent in Virginia. The registered agent is the person to whom the state will send all official correspondence. Under Virginia law, your company cannot serve as its own registered agent. You will be required to indicate why the designated person or company is qualified to be your registered agent. It must be an individual who is a resident of Virginia and either an initial director of the corporation or a member of the Virginia State Bar; or a domestic or foreign company authorized to do business in Virginia.
  • Initial Directors: If your registered agent's qualification is that s/he is an initial director of your corporation, then you must include the names and addresses of all initial directors in the articles of incorporation. A corporation can have directors immediately upon formation only if they are named in the articles.
  • Incorporators: Your articles must be signed by one or more incorporators and the printed name of the incorporator must appear next to the signature.

Pay filing fee

Virginia requires companies incorporating to pay a filing fee of $25 and a charter fee. The charter fee amount depends on the number of authorized shares. For one million or fewer shares, you pay $50 for each 25 thousand shares or fraction thereof. If you authorize more than one million shares, it is a flat fee of $2,500.

Filings can take 3 to 12 days to process. Expedited service is available for an additional fee.

If you decide to incorporate in Virginia with The Company Corporation, we will handle all filing requirements and provide you with the total cost to get your business up and running.

Other Requirements for Corporations

Register with the IRS and the Virginia Department of Taxation

If you intend to hire employees or open a bank account, you will need a federal Employer Identification Number (EIN). The Company Corporation can help expedite this step as well.

You should then register your business with the Virginia Department of Taxation. You can register online using the VATAX online services or by completing registration form R-1. Once you have registered, you will be assigned a Virginia Tax account number, which you should include on tax returns, payments and other tax filings. If your business will be collecting sales tax, you will be issued a certificate of registration, which is your permit to collect sales tax, and issue and receive tax exemption certificates. Your certificate of registration should be displayed prominently in your physical place of business.

Officers/Directors

If you choose to incorporate in Virginia, your company must have at least one director.

Annual Reports

Every Virginia corporation must file an annual report with the Office of the Clerk of the State Corporation Commission on or before the last day of the 12th month after it was incorporated. That day becomes the deadline for each annual report thereafter.

Virginia allows corporations to file annual reports online or on paper. The annual report form is prepopulated with some of your corporate information on file in the Office of the Clerk, which can be updated when you file your report. There is no filing fee for annual reports.

Annual Registration Fee

Virginia requires corporations to pay an annual registration fee based on the number of shares they are authorized to issue. (The cost ranges from $100 for companies with up to 5,000 shares to $1,700 for companies with over 270,000 shares). Payment is due on or before the last day of the month in which the company was formed. Late payments will result in a penalty of $10 or 10 percent of the annual registration fee, whichever is greater. Nonstock companies pay a flat annual registration fee of $25.

Principal Office

Your corporation can be located outside of Virginia.

FAQs

Do I need to reserve a name?

Virginia does not require name reservation; however, it is a good way to ensure that your company name is available, and will remain available while you file for incorporation.

Do I need to submit bylaws?

No, you won't need to submit bylaws when choosing to incorporate in Virginia. Nevertheless, drafting your corporation's bylaws is a critical step in forming your company, as they are blueprint that you will use to govern operations.

Does Virginia have publication requirements or other follow-up filings?

No. Virginia does not require you to publicize your company's formation, and does not have follow-up filing requirements.

Ready to Incorporate in Virginia? Get Started

How to Form an LLC in Virginia

If you decide to form an LLC in Virginia, The Company Corporation will handle the details. We'll research the availability of your company name and help you prepare and file your Articles of Organization with the Virginia State Corporation Commission. We can also take care of many of your company's follow-up needs, including annual registration preparation and filing.

Steps to Form an LLC

Select a Business Name

The first step to forming your LLC in Virginia is to select an original name not already in use by another business in the state. Here are some things to keep in mind when choosing your name:

  • The name of your company must be written in English letters or Arabic or Roman numerals.
  • The company name may include any of the following punctuation marks or symbols: periods, commas, colons, semi-colons, apostrophes, round parentheses, dashes, minus signs, plus signs, equals signs, question marks, exclamation points, and @, #, $, %, &, and *. No other letters, numbers or marks are acceptable.
  • The name of a limited liability company must include the words "limited company" or "limited liability company," or the abbreviation "LC," "L.C.," "LLC" or "L.L.C."
  • The name may not contain language stating or implying that the corporation is organized for a purpose other than that indicated on its articles of organization.
  • The name of a corporation may not imply that it is or will be conducting business as a bank, trust company, insurance company, or public service company, such as a railroad, telephone company, utility, or water or sewer company, unless it will actually be engaged in such business.
  • No business entity's name may include the word "bank" or "trust" unless it will be engaged in the banking or trust company business, or it is clear from the context of the remaining words that it will not be engaged in such business.
  • No business entity's name may include the word or words "engineer," "architecture" or "land surveying," or any modification or derivation of such words, unless the entity will be lawfully engaged in such services or it is clear from the context of the remaining words that the entity will not conduct such business.
  • The words "United States," "national," "Federal" and "reserve" may not be included in the name of a business entity that is engaged in the banking, loan, building and loan, brokerage, factorage, insurance, indemnity, savings or trust business.

When creating your LLC in Virginia, you can reserve a corporate name for 120 days for a fee of $10.00. You can renew the reservation for successive periods of 120 days, as long as you during the 45-day period before the reservation expires.

The Company Corporation will do the necessary research to make sure your company's name meets the state standards.

File Articles of Organization

Once we have verified your company name, The Company Corporation will file Articles of Organization t needed to register your LLC with the state of Virginia. The filing includes the following information:

  • LLC information: The exact name of your LLC, including abbreviations and punctuation.
  • Registered Office and Agent: The name and street address and county (or independent city) of a registered agent in Virginia. The registered agent is the person to whom the state will send all official correspondence. Under Virginia law, your company cannot serve as its own registered agent. You will be required to indicate why the designated person or company is qualified to be your registered agent. It must be a resident of Virginia and either a member or manager of your LLC, a member or manager of an LLC that is a member or manager of your LLC, or a member of the Virginia State Bar; or a domestic or foreign company authorized to do business in Virginia.
  • Principal Office: The street address of your LLC's principal executive offices (Note: you are required to keep a current list of the full name and last known address of each member of the limited liability company at your principal office). The office does not need to be in the Commonwealth of Virginia.
  • Organizer: The name and signature of the person forming the LCC.

Filing Fee

The filing fee to form an LLC in Virginia is $100. Filings can take 3 to 12 days to process. Expedited service is available for an additional fee.

The Company Corporation will handle all filing requirements and provide you with the total cost to get your business up and running in Virginia.

Other Requirements for LLCs

Register with the IRS and the Virginia Department of Taxation

If you intend to hire employees or open a bank account, you will need a federal Employer Identification Number (EIN). The Company Corporation can help expedite this step as well.

You should then register your business with the Virginia Department of Taxation. You can register online using the VATAX online services or by completing registration form R-1. Once you have registered, you will be assigned a Virginia Tax account number, which you should include on tax returns, payments and other tax filings. If your business will be collecting sales tax, you will be issued a certificate of registration, which is your permit to collect sales tax, and issue and receive tax exemption certificates. Your certificate of registration should be displayed prominently in your physical place of business.

Members/Managers

To set up an LLC in Virginia, additional members or managers are not required. LLCs are not required to have members or managers.

Annual Reports

LLCs in Virginia do not file annual reports.

Annual Registration Fee

Virginia requires LLCs to pay an annual registration fee to the State Corporation Commission each year after the year the company was formed. For limited liability companies, the annual registration fee is $50. It is assessed as of the first day of the second month preceding the month in which the company was formed or registered to transact business in Virginia.

Principal Office

Your LLC can be located outside of Virginia.

FAQs for How to Form an LLC in Virginia

Do I need to reserve a name?

Virginia does not require name reservation; however, it is a good way to ensure that your company name is available, and will remain available while you form your LLC.

Do I need to submit n operating agreement?

No, you won't need to submit an operating agreement. Nevertheless, drafting your LLC's operating agreement is a critical step in forming your company, as it is the blueprint that you will use to govern operations.

Does Virginia have publication requirements or other follow-up filings?

No. Virginia does not require you to publicize your company's organization, and does not have follow-up filing requirements.

Ready to Incorporate in Virginia? Get Started

Virginia State Licenses and Permits

Virginia has a list of activities that require state licensing and permits, and the different activities have their own requirements. The three main regulatory/licensing agencies in Virginia are the Virginia Department of Professional and Occupational Regulation, the Virginia Department of Health Professions and the Virginia Department of Agriculture and Consumer Sciences.

Activities that require you to know how to get a Virginia business license include: Certified Public Accountants, Alarm Respondents, Appraisers, Real Estate, Architects, Architects, Landscape, Armored Car Personnel, Asbestos Workers, Auctioneers, Audiologists, Barbers, Body Piercing, Boxers, Branch Pilots, Real Estate Brokers, Membership Campgrounds, Security Canine Handlers, Cemeteries, Charitable Organizations, Contractors, Cosmetologists, Professional Counselors, Unarmed Security Couriers, Credit Service Businesses, Dentistry, Central Station Security Dispatchers, Embalmers, Professional Engineers, Extended Service Contracts, Food Processing, Retail and Warehousing Establishments, Funeral Directors, Fundraising Counsel, Professional, Fundraising, Charitable Solicitors, Geologists, Ginseng Dealers, Health Spas, Commercial Herbicide Applicators, Home Inspectors, Commercial Insecticide Applicators, Interior Designers, Land Surveyors, Landscape Architects, Lead Workers, Locksmiths, Lottery, Meat Slaughter & Processing Facilities, Medicine, Veterinary Medicine, Milk, Nail Technicians, Nurse (RN, LPN, Aide), Nursery Dealers, Nursing Home Administrators, Operators, Waste Management Facilities, Waste Water Works Operators, Waterworks Operators, Opticians, Optometry, Pesticide Applicators, Pesticide Businesses, Pesticide Products, Pharmacy, Physical Therapy, Body Piercers, Branch Pilots, Polygraph Examiners, Poultry Slaughter & Processing Facilities, Private Investigators, Personal Protection Specialists, Psychology, Real Estate Appraisers, Real Estate Brokers & Salesmen, Soil Scientists, Armed Security Officers, Electronic Security Sales Representative, Electronic Security Technicians, Extended Service Contracts, Social Work, Speech Pathologists, Surveyors, Tattooists, Family and Marriage Therapy, Tradesmen, Travel Clubs, Trucking, Waste Management Facility Operators, Wetland Delineators, Wrestlers.

Local Virginia Business Licenses

Nearly all businesses in Virginia need a local business license, and may also need a zoning permit. Business licenses are expedited at the county or city level by the Commissioner of Revenue or Department of Finance, and zoning permits are handled by the city/county Zoning Office.

Virginia Business license fees are calculated by gross receipts from any one activity, and different cities apply different rates. For example, in Richmond, there is no fee for a business license if your gross receipts are less than $5,000, and you would pay a flat fee of $30 if your gross receipts are between $5,000 and $99,999. After that, the amount due is determined by multiplying the gross receipts by the tax rate. In Charlottesville, the business license fee is $35 if your gross receipts are $50,000 or less, and calculated by the tax rate for receipts over $50,000.

Employee Requirements

If you have at least one employee, you are required to address the issue of employer insurance. Employees also trigger numerous tax requirements.

  • Health Insurance: The new national health care reform law (the Patient Protection and Affordable Care Act or ACA) requires employers to issue a Marketplace Notification to current employees by October 1st, 2013, and to new hires within 14 days of the employee's start date. The notification is to help employees to better understand health insurance marketplaces, compare health insurance plans and enroll in coverage. Virginia did not create a state-specific insurance marketplace, opting instead to refer residents to the federal HealthCare.gov marketplace.
  • Unemployment Insurance: The Virginia Unemployment Compensation Act requires you to contribute to the state's unemployment compensation fund, which funds temporary unemployment insurance benefits to eligible workers. If you are a general business employer with at least one worker in 20 different weeks during a calendar year, or with a payroll of at least $1,500 in any calendar quarter, you are liable for contributions under the law.
  • Workers' Compensation Insurance: If you have three or more employees, you must carry workers' compensation insurance with a private insurance carrier, have a certificate of self-insurance issued by the Virginia Workers' Compensation Commission or be a member of a group self-insurance association approved by the State Corporation Commission.
  • Payroll Taxes: You will need to make periodic payroll tax payments and/or file quarterly reports about payroll taxes and other mandatory deductions.

Taxes

Your business may be required to pay different taxes in Virginia, depending upon your type and size of business. Your tax requirements may include:

  • Sales and Use Tax: The sales and use tax is imposed at the state and local levels in Virginia. The combined rate is 5 percent (4.0 percent state and 1.0 percent local). A seller is subject to a sales tax imposed on gross receipts derived from retail sales or leases of taxable tangible personal property, unless the retail sales or leases are specifically exempt by law.
  • Sales Tax Exemption Certificate: If your business involves selling products, you need a Sales Tax Exemption Certificate. It allows you to purchase materials that will become part of the product you sell from suppliers without paying taxes.
  • Litter Tax: If you are a manufacturer, wholesaler, distributor or retailer of certain products, you are required to pay a $10 annual litter tax, plus another $15 if you manufacture, sell or distribute groceries, soft drinks, carbonated waters, beer and other malt beverages.
  • Activities subject to litter tax include: Food for human or pet consumption, Groceries, Cigarettes and Tobacco, Soft Drinks and Carbonated waters, Beer and Other Malt Beverages, Wine, Newspaper or Magazines, Paper Products and Household Paper, Glass Containers, Metal Containers, Plastic or Fiber Containers made of Synthetic Material, Cleaning Agents and Toiletries, Nondrug Drugstore Sundries, Distilled Spirits, Motor Vehicle Parts.
  • Other taxes: Other taxes in Virginia include: withholding tax, corporation income tax, communications taxes, cigarette tax, tobacco products tax, motor vehicle rental tax.

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