Virginia LLC at a glance
For an LLC, Virginia charges $100 at formation under Code of Virginia section 13.1-1005 and $50 a year after that. The Articles do not list members or managers, but Virginia is stricter than most states about who can be a registered agent.
| Item | Virginia rule |
|---|---|
| Where to file | State Corporation Commission, Clerk’s Office, online through the Clerk’s Information System (CIS) |
| Formation document | Articles of Organization |
| State fee to form | $100 |
| Yearly filing | Annual registration fee, $50 |
| Due date | Last day of the anniversary month, starting 12 months after formation |
| Late penalty | $25 |
| Registered agent | Required; must be a qualifying Virginia resident or an authorized business entity |
| Members or managers on the Articles | Not required |
| Owners must live in Virginia | No |
The SCC also offers paid expedited handling. Section 12.1-21.2 lets the Commission set those fees by order, so check the SCC’s current fee schedule before paying for speed.
How to start an LLC in Virginia
To start a Virginia LLC you choose a compliant name, appoint a qualified registered agent, and file Articles of Organization with the SCC for $100. Then you get an EIN and set up taxes. The steps in order:
- Choose the name. Section 13.1-1012 says the name must contain "limited company" or "limited liability company", or "L.C.", "LC", "L.L.C." or "LLC". It may not contain words that imply the business is a corporation, a limited partnership, a registered limited liability partnership or a protected series. You can reserve a name for $10.
- Appoint a registered agent. Check the qualification rules in the registered agent section below before naming someone. Many owners who would like to act as agent find they do not qualify.
- File the Articles of Organization and pay $100. Under section 13.1-1011, the Articles state the name, the registered office address (including the city or county), the registered agent’s name and qualification, and the principal office address. Members and managers are not required. File online through the SCC’s Clerk’s Information System. Our Articles of Organization guide covers the fields.
- Sign an operating agreement. Virginia does not ask you to file it, but banks and payment providers often want it. See our LLC operating agreement guide.
- Get an EIN. The EIN is free from the IRS. Owners with an SSN or ITIN can apply online; owners without one apply by fax, mail or the international phone line, as the IRS EIN page explains. Our EIN application service handles the no-SSN route.
- Register for Virginia taxes you need. Retail sales and use tax if you sell taxable goods, employer withholding if you hire, plus any local business license your city or county requires.
- Diary the annual registration fee. Note your formation month; the $50 fee is due by the last day of that month each year, starting 12 months after formation.
Ready to form? Our filing team checks the name and the agent’s qualification, prepares and files the Articles, and stores your approved documents in your portal.
Virginia LLC cost
The official cost of a Virginia LLC is $100 to form and $50 every year after. The fees below are from sections 13.1-1005, 13.1-1062, 13.1-1064 and 13.1-1050.4 of the Code of Virginia.
| Fee | Amount | When |
|---|---|---|
| Articles of Organization | $100 | At formation |
| Name reservation or renewal (optional) | $10 | Before filing |
| Annual registration fee | $50 | By the last day of the anniversary month each year |
| Late payment penalty | $25 | Added to the $50 fee if paid late |
| Articles of Amendment | $25 | When you change the Articles |
| Articles of Cancellation | $25 | When you close the LLC |
| Certificate issued by the SCC | $6 each | When a bank or partner asks |
| Reinstatement | $100 plus unpaid fees and penalties | Within 5 years of cancellation |
The arithmetic: $100 in the first year, then $50 a year. Over the first three years that is $100 + $50 + $50 = $200, because the first annual registration fee falls due 12 months after formation. Card processing charges, a commercial registered agent and any local business license are extra and are not state filing fees.
Our US LLC formation service passes the state fee through at cost and lists our own fee separately on the pricing page.
Virginia LLC annual report (annual registration fee)
Virginia does not have an annual report for LLCs in the usual sense; instead each LLC pays a $50 annual registration fee. Under section 13.1-1062, the fee is due "on or before the last day of the twelfth month next succeeding the month in which it was organized", and by that date in each year after.
- Example: an LLC formed on 10 April 2026 pays its first $50 by 30 April 2027, then by 30 April every year.
- Late penalty: section 13.1-1064 adds a $25 penalty to the fee.
- Automatic cancellation: under section 13.1-1050.2, an LLC that has not paid by the last day of the third month after the due date has its existence automatically canceled.
- Reinstatement: section 13.1-1050.4 allows reinstatement within five years, with a $100 fee plus all annual registration fees and penalties that were due and that would have been assessed to the reinstatement date.
Missing the fee for four months can end the LLC’s existence, which can freeze bank accounts and contracts in the LLC’s name. Put the anniversary month in your calendar, or let our annual compliance service and compliance deadline calendar track it.
Virginia registered agent
Every Virginia LLC must keep a registered agent and a registered office in Virginia, and the agent must fall into one of the categories in section 13.1-1015. The registered office must be the agent’s business office.
- A Virginia resident individual who is a member or manager of the LLC, a member or manager of an LLC that is a member or manager, an officer or director of a corporate member or manager, a general partner of a partnership member or manager, or a trustee of a trust member or manager.
- A Virginia resident who is a member of the Virginia State Bar.
- A business entity: a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.
So a friend or relative in Virginia who has no role in the LLC cannot simply act as agent, and a Virginia-resident owner can. Owners outside Virginia usually appoint a registered agent service. If an agent resigns, section 13.1-1050.2 gives the LLC 31 days to file a statement of change, and failing to do so can also lead to automatic cancellation. The fee list in section 13.1-1005 does not include a fee for that statement.
Virginia LLC registration for taxes
Virginia has no franchise tax or gross receipts tax at state level on LLCs, and no annual minimum tax beyond the $50 registration fee. The taxes a new LLC meets are sales tax, employer taxes and income tax.
Sales tax
If you sell taxable goods in Virginia you register with Virginia Tax as a dealer. For remote sellers, section 58.1-612 of the Code treats a dealer as having enough activity to register if it receives more than $100,000 in gross revenue from retail sales in Virginia, or makes 200 or more separate retail sales transactions there, in the previous or current calendar year. Our sales tax registration service can file the application.
Income tax
A single-member LLC taxed the default way is disregarded, so the owner reports its profit; a multi-member LLC files as a partnership unless it elects otherwise. Choosing corporate tax treatment changes both federal and Virginia filings, so take advice from a licensed tax professional first.
Many Virginia cities and counties also require a local business license. Check with the locality where the business operates.
Forming a Virginia LLC as a non-resident
You do not need to live in Virginia or the US to form a Virginia LLC. A non-resident owner cannot be the registered agent, so you appoint a business entity agent. Other points for founders abroad:
- Is Virginia the right state? With $100 to form and $50 a year, Virginia is moderate. If you have no Virginia customers, staff or premises, compare Wyoming and New Mexico in our Wyoming vs Delaware vs New Mexico comparison and best state for an LLC guide.
- Doing business in Virginia with an LLC from elsewhere: a foreign LLC registers with the SCC and pays the same annual registration fee.
- Form 5472: a single-member LLC wholly owned by a foreign person files Form 5472 with a pro forma Form 1120 every year, even with no income, and the penalty for not filing is $25,000. It cannot be e-filed. See our Form 5472 guide.
- BOI: US-formed LLCs no longer file beneficial ownership reports with FinCEN under the final rule published 14 August 2026.
Whether you owe US income tax depends on whether the LLC has US trade or business income; a licensed tax professional can review your facts. Our US LLC for non-residents guide explains the wider picture.
How to dissolve an LLC in Virginia
To dissolve a Virginia LLC you wind up its affairs and then file Articles of Cancellation with the SCC for $25. Under section 13.1-1050, the articles give the LLC’s name, SCC identification number and the effective date of its certificate of organization, and confirm that winding up is complete and all required fees have been paid.
- Record the members’ decision to dissolve under your operating agreement.
- Wind up: collect what is owed, pay debts and distribute what is left.
- Pay any annual registration fee and penalty that is due, since the articles confirm fees are paid.
- File final Virginia tax returns and close sales tax and withholding accounts with Virginia Tax.
- File the Articles of Cancellation with the SCC ($25). The LLC’s existence ends on the certificate’s effective date.
- Close the IRS account for the EIN and file final federal returns, including a final Form 5472 if one applies.
Section 13.1-1050 does not call for a tax clearance certificate, but unpaid Virginia taxes remain owed. Letting the LLC lapse by not paying the annual fee is not a clean closure: it adds penalties and leaves a five-year reinstatement window. Our LLC dissolution service can prepare the filing.
Doing it yourself vs using Borderless Filings
You can file Virginia Articles of Organization yourself for $100 and pay the $50 fee online each year. If you are a Virginia-resident member, you can even be your own registered agent.
Our service adds a name check, a qualifying registered agent, preparation and submission by our filing team, tracking and document storage in your portal, reminders for the anniversary-month fee, and for founders abroad the EIN without an SSN and the yearly Form 5472. You can start your order or read our how to start an LLC guide first. See all US LLC state guides, including neighboring Maryland, North Carolina, West Virginia and Delaware.
Sources
- Code of Virginia: Section 13.1-1005, Fees
- Code of Virginia: Section 13.1-1011, Articles of organization
- Code of Virginia: Section 13.1-1012, Name
- Code of Virginia: Section 13.1-1015, Registered office and registered agent
- Code of Virginia: Section 13.1-1062, Annual registration fees
- Code of Virginia: Section 13.1-1064, Penalty for failure to pay annual registration fee
- Code of Virginia: Section 13.1-1050.2, Automatic cancellation
- Code of Virginia: Section 13.1-1050.4, Reinstatement
- Code of Virginia: Section 13.1-1050, Articles of cancellation
- Code of Virginia: Section 12.1-21.2, Expedited service fees
- Code of Virginia: Section 58.1-612, Tax collection by dealers
- Virginia State Corporation Commission
- IRS: Get an employer identification number
- IRS: Instructions for Form 5472
- FinCEN: Beneficial Ownership Information Reporting
Fees, deadlines and rules on this page were last checked on 27 September 2026.