How to form an LLC in Virginia

Virginia SCC charges $100 to file Articles of Organization. The annual registration fee is just $50, due by the last day of the anniversary month. Realistic year-one cost: $100. Ongoing yearly cost: $50.

Online filings through Virginia SCC CIS approve in real time to 1 business day. Mail filings take 5–7 business days. Virginia is one of the most efficient state filing systems in the U.S.

Virginia requires the registered agent to be either (1) an officer/manager/member of the LLC who is a Virginia resident, (2) a Virginia-licensed attorney, or (3) a registered commercial RA company. A regular non-attorney Virginia resident with no connection to the LLC cannot serve. This is an unusual restriction — most states allow any Virginia-resident adult to serve. Most owners simply use a commercial RA service to satisfy the requirement.

Not a full annual report — Virginia charges an annual registration fee of $50 (no information-update component, just a fee). It's due by the last day of the LLC's anniversary month each year. The simplicity makes Virginia's ongoing compliance among the easiest in the U.S.

No franchise tax for LLCs. Pass-through LLCs pay no state-level entity tax. Owners pay personal income tax (graduated up to 5.75%) on their share of LLC profits.

BPOL (Business, Professional, and Occupational License) is a local tax imposed by most Virginia cities and counties. It's typically calculated as a percentage of gross receipts (rates vary by industry and locality, often 0.05%–0.36%). It's a real ongoing cost for any Virginia business — check with your county/city for specific rates and filing deadlines.

Yes. Virginia has no residency requirement for LLC members or managers. You only need a Virginia-based registered agent that meets the unusual VA RA rules (commercial RA service is the easy answer for non-residents).

Yes — particularly for VA residents and businesses tied to federal contracting, data centers (Northern Virginia), defense, or cybersecurity. The $50 annual fee is among the lowest in the U.S. for ongoing maintenance, and the real-time online approval is rare. The federal-adjacent infrastructure in Northern Virginia is unmatched. Local BPOL tax is the main ongoing cost layer.

Virginia does not issue a single statewide general business license, but most localities require their own business license before you can legally operate. The city or county where your LLC conducts business will typically require a Business, Professional, and Occupational License (BPOL), with fees that vary by locality and are often based on gross receipts. Certain industries — such as contractors, healthcare providers, and food service businesses — also need state-level professional or occupational licenses issued by the relevant Virginia regulatory board. Check with your local Commissioner of the Revenue office and the Virginia Department of Professional and Occupational Regulation (DPOR) to identify every license your LLC needs before opening for business.

Yes, non-residents and foreign nationals can form a Virginia LLC without any residency requirement — you simply pay the $100 filing fee and file Articles of Organization with the Virginia State Corporation Commission (SCC). You will need a registered agent with a physical Virginia street address to receive legal documents on your LLC's behalf, which out-of-state owners typically satisfy by hiring a commercial registered agent service. If your Virginia LLC then conducts business in another state, that state will likely require you to register as a foreign LLC there, which involves filing a separate application and paying that state's foreign qualification fee. Non-resident owners should also be aware of potential tax filing obligations in both Virginia and their home state depending on where income is earned.

A single-member Virginia LLC is taxed as a sole proprietorship by default, while a multi-member LLC is taxed as a partnership, meaning profits pass through to members who report income on their personal Virginia state income tax returns at rates ranging from 2% to 5.75%. Virginia does not impose a separate state-level LLC franchise or privilege tax based on income, but all LLCs must pay the $50 annual registration fee to the SCC to remain in good standing. LLCs that elect S-corp or C-corp taxation for federal purposes will have corresponding Virginia corporate income tax obligations at the flat 6% corporate rate for C-corps. If your LLC sells taxable goods or services, you must also register with the Virginia Department of Taxation to collect the 5.3% state sales tax plus any applicable local rate.

If your business operates primarily in Virginia and you don't plan to raise venture capital or take on institutional investors, forming in Virginia is almost always the better choice — you avoid paying Delaware's $90 annual franchise tax and the extra cost of registering as a foreign LLC in Virginia, which you'd still need to do to conduct business here. Delaware's well-developed Court of Chancery and investor-friendly statutes are most valuable for startups seeking outside funding or companies with complex equity structures, because many investors specifically expect a Delaware C-corp rather than an LLC. Virginia's LLC statute is modern and flexible, and for the vast majority of small businesses and solo operators the savings in fees and administrative simplicity outweigh any theoretical legal advantages Delaware offers. Choose Delaware if investors require it; choose Virginia if you're building a local or regional business and want to keep overhead low.

To voluntarily dissolve a Virginia LLC, members must first vote to dissolve in accordance with the operating agreement, then file Articles of Cancellation (Form LLC-1050) with the Virginia State Corporation Commission along with a $25 filing fee. Before filing, the LLC should wind up its affairs — paying all debts, liquidating assets, and notifying creditors — because members can be held liable for distributions made before creditors are satisfied. Once the SCC accepts the Articles of Cancellation, the LLC's legal existence officially ends and the $50 annual registration fee is no longer owed. If the LLC has outstanding tax liabilities, you should also close the account with the Virginia Department of Taxation to avoid penalties accruing after dissolution.

Virginia does not impose a franchise tax or gross receipts tax on LLCs. The only recurring state-level fee is the $50 annual registration fee paid to the Virginia State Corporation Commission. LLC members do pay Virginia personal income tax on their share of profits at rates ranging from 2% to 5.75%, with the top rate applying to income above $17,000. This makes Virginia's overall LLC tax burden relatively light compared to states like California, which charges a minimum $800 franchise tax annually.

Virginia is one of the strongest states in the country for government contracting and defense technology businesses. Northern Virginia hosts a dense corridor of federal agencies, Department of Defense contractors, and cybersecurity firms, and Amazon's HQ2 in Arlington has accelerated the region's cloud and tech services sector. An LLC is a common structure for small government contractors because it offers liability protection without the administrative overhead of a corporation, and Virginia's SCC registration process is straightforward. Businesses pursuing federal contracts should also look into registering with SAM.gov and obtaining a DUNS/UEI number separately from state LLC formation.

Virginia's $100 formation fee matches Maryland's but Virginia's annual fee ($50 flat) is lower than Maryland's graduated annual report fee, which scales with the number of authorized shares and can reach $300 or more for larger entities. Compared to North Carolina, Virginia has a slightly higher formation fee (North Carolina charges $125) but both states have similar income tax structures and no LLC-specific franchise tax. Virginia's primary advantage over both neighbors is its proximity to federal procurement opportunities in the DC metro area, making it the preferred domicile for contractors who want their state of formation to match their primary market.