WEBVTT 00:00:00.226 --> 00:00:06.706 To start an LLC in Virginia, you file Articles of Organization, Form LLC1011, with 00:00:06.726 --> 00:00:10.465 the State Corporation Commission and pay the $100 filing fee. 00:00:10.726 --> 00:00:14.866 The Commission. That isn't the Secretary of State, is it? 00:00:14.866 --> 00:00:20.946 Not here. In Virginia, the State Corporation Commission, or SCC, handles business 00:00:21.006 --> 00:00:24.866 filings. You'll file online in its Clerk's Information System. 00:00:24.866 --> 00:00:27.746 This is The Business Formation Podcast. 00:00:27.799 --> 00:00:33.666 Today, Virginia for 2026, in six steps, with what it all costs and the two best ways 00:00:33.693 --> 00:00:36.146 to have it filed for you. What's step one? 00:00:36.946 --> 00:00:43.186 Virginia requires limited company, limited liability company, LLC, or L.C. 00:00:43.293 --> 00:00:47.826 in the name. It also has to be distinguishable on the Commission's records. 00:00:47.826 --> 00:00:49.586 Any banned words? 00:00:49.586 --> 00:00:54.386 Yes. Corporation and incorporated aren't allowed. 00:00:54.386 --> 00:00:55.586 How do I check a name? 00:00:55.586 --> 00:00:59.507 Availability is free to check in the Clerk's Information System. 00:00:59.614 --> 00:01:03.667 If you want to reserve it, that's $10 for 120 days. 00:01:04.398 --> 00:01:06.798 Virginia is picky about the registered agent, I've heard. 00:01:06.798 --> 00:01:09.278 It has a short list of who qualifies. 00:01:09.398 --> 00:01:13.118 A Virginia resident who is a member or manager of the LLC. 00:01:13.318 --> 00:01:17.998 A Virginia lawyer. Or a business authorized to operate in Virginia. 00:01:17.998 --> 00:01:19.838 What about a friend who lives nearby? 00:01:19.838 --> 00:01:22.958 A friend who isn't a member can't serve. 00:01:23.058 --> 00:01:25.998 And the LLC can't be its own agent, either. 00:01:26.371 --> 00:01:27.518 Is the address public? 00:01:27.518 --> 00:01:29.838 The registered office address is, yes. 00:01:29.934 --> 00:01:32.558 That's why many owners use a commercial agent. 00:01:32.665 --> 00:01:35.438 If you change agents later, there's no fee. 00:01:36.190 --> 00:01:37.230 How do I file? 00:01:37.230 --> 00:01:44.110 Submit Form LLC1011 to the SCC, online in the Clerk's Information System or by 00:01:44.190 --> 00:01:46.910 mail. The fee is $100. 00:01:46.910 --> 00:01:48.750 What does it ask for? 00:01:48.750 --> 00:01:54.190 The name, a principal office, your registered agent and how they qualify, the 00:01:54.241 --> 00:01:57.070 registered office, and the organizer's signature. 00:01:57.337 --> 00:01:59.390 It doesn't list your members. 00:01:59.390 --> 00:02:01.630 Is the online route fast? 00:02:01.630 --> 00:02:05.870 A complete online filing can be approved in real time. 00:02:05.870 --> 00:02:08.110 I'm Maya, by the way, here with Dan. 00:02:08.110 --> 00:02:13.470 Nice to meet you, Maya. If a filing needs review, there are paid expedites, online 00:02:13.550 --> 00:02:19.870 only. Next day is $50 or $100, and same day is $200. 00:02:20.754 --> 00:02:22.914 Does the Commission want my operating agreement? 00:02:22.914 --> 00:02:27.474 No. You keep it with your records, and there's no state fee. 00:02:27.474 --> 00:02:28.834 What if I don't write one? 00:02:28.834 --> 00:02:33.874 Virginia's default LLC rules decide things like how profits are split. 00:02:34.114 --> 00:02:39.954 So put yours in writing. Who owns what, who makes decisions, and what happens if a 00:02:40.000 --> 00:02:40.914 member leaves. 00:02:42.160 --> 00:02:43.680 Then the federal side. 00:02:43.680 --> 00:02:49.520 Apply for your EIN free with the IRS at IRS.gov, once the Commission has filed your 00:02:49.573 --> 00:02:50.320 Articles. 00:02:50.320 --> 00:02:51.360 Is it quick? 00:02:51.360 --> 00:02:55.040 If the online application is approved, the number is issued right away. 00:02:55.120 --> 00:03:00.160 Have the Social Security number or ITIN of the person in charge on hand. 00:03:00.160 --> 00:03:02.320 And the beneficial ownership report? 00:03:02.320 --> 00:03:06.200 You can skip it. FinCEN no longer requires it from U.S. 00:03:06.228 --> 00:03:06.800 companies. 00:03:08.160 --> 00:03:09.600 Is there an annual report? 00:03:09.600 --> 00:03:13.200 No. Virginia has no annual report for LLCs. 00:03:13.320 --> 00:03:17.040 Instead, there's an annual registration fee of $50. 00:03:17.040 --> 00:03:18.240 When is it due? 00:03:18.240 --> 00:03:22.879 By the last day of the month you formed, every year after the first. 00:03:23.173 --> 00:03:24.481 So the first year is covered? 00:03:24.481 --> 00:03:27.521 Yes. The fee starts the year after you form. 00:03:27.521 --> 00:03:29.041 What if I pay late? 00:03:29.041 --> 00:03:34.401 There's a $25 penalty. And if it's still unpaid three months after the due date, the 00:03:34.521 --> 00:03:36.241 LLC is canceled automatically. 00:03:36.241 --> 00:03:37.841 Can I undo that? 00:03:37.841 --> 00:03:43.121 Within five years, reinstating costs $100, plus the fees you owe. 00:03:44.711 --> 00:03:46.231 Give me the do-it-yourself total. 00:03:46.231 --> 00:03:50.471 $100 to form. Then $50 a year for the registration fee. 00:03:50.631 --> 00:03:52.631 The EIN is free. 00:03:52.631 --> 00:03:54.151 And the extras? 00:03:54.151 --> 00:04:00.951 A name reservation is $10. An online next-day expedite is $50 or $100. 00:04:00.951 --> 00:04:03.271 What's a good first-year number? 00:04:03.271 --> 00:04:08.551 $100 for most people. With a reservation, $110. 00:04:10.071 --> 00:04:14.471 Let me test the late math. Say I miss the due date by a few weeks. 00:04:14.471 --> 00:04:20.311 Then you owe the $50 fee plus the $25 penalty, which is $75. 00:04:20.311 --> 00:04:23.190 And if I wait four months? 00:04:23.190 --> 00:04:25.431 By then the LLC has been canceled. 00:04:25.538 --> 00:04:29.591 Reinstating within five years is $100, plus the fees owed. 00:04:30.293 --> 00:04:32.951 So the penalty is cheap compared with the cancellation. 00:04:32.951 --> 00:04:36.391 Yes, so set a reminder for your formation month. 00:04:36.491 --> 00:04:38.951 The three-month window is the one to watch. 00:04:39.700 --> 00:04:41.940 Walk me through the three kinds of agent again. 00:04:41.940 --> 00:04:46.340 First, a Virginia resident who is a member or manager of the LLC. 00:04:46.516 --> 00:04:49.700 That could be you, if you live in Virginia. 00:04:49.700 --> 00:04:50.420 Second? 00:04:50.420 --> 00:04:53.940 A Virginia State Bar member, so a Virginia lawyer. 00:04:54.153 --> 00:04:59.540 Third, a business authorized to operate in Virginia, which is what a commercial 00:04:59.593 --> 00:05:00.180 agent is. 00:05:00.857 --> 00:05:03.060 Does the agent need a real office? 00:05:03.060 --> 00:05:08.100 Yes. You list a physical Virginia office, and that registered office address is 00:05:08.169 --> 00:05:08.660 public. 00:05:08.660 --> 00:05:10.820 What if the agent steps down? 00:05:10.820 --> 00:05:15.540 Then you name a new one. Changing agents costs nothing in Virginia, so there's no 00:05:15.600 --> 00:05:16.340 fee to fix it. 00:05:16.340 --> 00:05:18.660 Why not just use my own name, then? 00:05:18.660 --> 00:05:23.620 You can, if you qualify. Many owners would rather not put a home address on the 00:05:23.666 --> 00:05:26.180 public record, so they use a business instead. 00:05:27.594 --> 00:05:29.114 Should I file by mail? 00:05:29.114 --> 00:05:33.914 Online is the better choice. A complete filing can be approved in real time, and 00:05:33.978 --> 00:05:35.354 mail can't promise that. 00:05:35.354 --> 00:05:37.274 When would mail make sense? 00:05:37.274 --> 00:05:41.755 If you prefer paper. The fee is the same $100 either way. 00:05:41.755 --> 00:05:43.754 And the expedite options? 00:05:43.754 --> 00:05:50.634 Those are online only. If your filing is reviewed, next day is $50 or $100, and same 00:05:50.714 --> 00:05:52.234 day is $200. 00:05:52.234 --> 00:05:55.594 So if I want speed, I have to file online. 00:05:55.594 --> 00:05:58.474 Yes. That's the main reason to file there. 00:05:59.938 --> 00:06:01.538 Give me the order of operations. 00:06:01.538 --> 00:06:04.018 Check your name in the Clerk's Information System. 00:06:04.218 --> 00:06:06.738 Settle on a registered agent who qualifies. 00:06:06.914 --> 00:06:13.698 File Form LLC1011 for $100. Then apply for your EIN, and write your 00:06:13.754 --> 00:06:14.818 operating agreement. 00:06:14.818 --> 00:06:16.738 And the calendar? 00:06:16.738 --> 00:06:18.898 Mark the last day of your formation month. 00:06:19.010 --> 00:06:23.378 That's your annual registration fee deadline, starting the year after you form. 00:06:23.738 --> 00:06:25.778 And the amount to remember is? 00:06:25.778 --> 00:06:29.938 $50. Everything else in Virginia is a one-time cost. 00:06:30.719 --> 00:06:32.479 What if I want someone else to handle it? 00:06:32.479 --> 00:06:35.519 Here are the two best ways to file in Virginia. 00:06:35.679 --> 00:06:42.639 Number one, our pick, is Mainstay Filing, $199 a year plus the state 00:06:42.719 --> 00:06:48.079 fee. With the $100 state fee, checkout comes to $299. 00:06:48.079 --> 00:06:49.679 What does it cover? 00:06:49.679 --> 00:06:55.039 Your Articles filed, your EIN application, and your registered agent every year. 00:06:55.252 --> 00:06:58.319 It renews at the same $199. 00:06:58.319 --> 00:07:00.239 And the $50 fee? 00:07:00.239 --> 00:07:05.839 In Virginia, Mainstay tracks your annual registration fee and pays it on time. 00:07:05.979 --> 00:07:07.999 You pay only the state fee. 00:07:07.999 --> 00:07:10.159 Number two? 00:07:10.159 --> 00:07:17.039 VA Registered Agent.org. It prepares and files your Articles for $199 plus the state 00:07:17.119 --> 00:07:23.679 fee, which is also $299 at checkout, and your first year of agent service is free. 00:07:23.799 --> 00:07:27.639 After that, agent service is $99 a year. 00:07:27.639 --> 00:07:29.120 How should I choose? 00:07:29.120 --> 00:07:34.960 If you'll pay the annual fee yourself, number two costs less from year two, at $99 a 00:07:35.024 --> 00:07:39.760 year for the agent alone. The $50 state fee is the same either way. 00:07:40.000 --> 00:07:44.880 If you want it tracked and paid for you at one steady price, that's Mainstay. 00:07:46.983 --> 00:07:47.863 Three-year number? 00:07:47.863 --> 00:07:53.623 Mainstay is $199 a year, so $597. 00:07:53.657 --> 00:08:00.343 Number two is $199 in year one, then $99 in each of the next two years, for 00:08:00.396 --> 00:08:02.103 $397. 00:08:02.103 --> 00:08:04.423 That's $200 apart. 00:08:04.423 --> 00:08:09.383 Yes, and in Virginia, that gap covers having your annual fee tracked for you. 00:08:10.136 --> 00:08:11.336 Run it one more time? 00:08:11.336 --> 00:08:16.216 Choose a name with LLC in it, name a registered agent who qualifies, file 00:08:16.296 --> 00:08:23.376 Form LLC1011 for $100, write an operating agreement, get your free EIN, 00:08:23.426 --> 00:08:27.416 and pay your $50 annual registration fee every year. 00:08:27.416 --> 00:08:31.656 The links to both services and every official source are in the show notes. 00:08:31.736 --> 00:08:35.816 Thanks for listening to The Business Formation Podcast, and good luck with your new 00:08:35.869 --> 00:08:37.176 Virginia LLC.