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Thinking about starting a limited liability company (LLC) in Virginia? This guide will help you understand the process and what's required at each stage.

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Step 1: Deciding on a Name for Your LLC

The first task in setting up your LLC in Virginia is to come up with a unique name for your business. This name must include the phrase "Limited Liability Company", "Limited Company" or their relevant abbreviations. It's important to ensure that the name is unique and not already in use by other business entities registered with the Virginia State Corporations Commission. You can verify this by using the Virginia business name database.

You have the option to hold a name for up to 120 days by submitting an Application for Reservation or for Renewal of Reservation of a Business Entity Name (Form SCC631) to the Virginia State Corporation Commission. This requires a $10 filing fee and is processed by mail.

If you wish to operate under a name different from the one registered, you can use a trade name or a "D.B.A." (doing business as). To do this, you need to file a certificate of assumed or fictitious name with the local circuit court's clerk's office, and a certified copy must be sent to the Virginia State Corporation Commission.

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Step 2: Designating a Registered Agent

Next, you'll need to appoint a registered agent who will accept legal documents on behalf of your LLC in case of any lawsuits. This individual or entity should have a physical street address in Virginia and could be a Virginia resident or a corporation authorized to conduct business in the state.

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Step 3: Submission of Articles of Organization

To officially create your LLC, you need to file the Articles of Organization (Form LLC-1011) with the Virginia State Corporations Commission. This document includes details such as the LLC's name, the registered agent's name and address, and the LLC's initial principal office address. The form can be submitted online or by mail, accompanied by a $100 filing fee.

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Step 4: Drafting an Operating Agreement

While Virginia does not require an operating agreement for LLCs, it's advisable to have one. This document outlines how your LLC will operate, detailing the rights and responsibilities of members and managers. It also helps maintain your limited liability status by proving your LLC is a separate business entity.

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Step 5: Acquiring an Employer Identification Number (E.I.N.)

If your LLC has more than one member or will have employees, you'll need to get an Employer Identification Number (E.I.N.) from the I.R.S., even if there are no employees. For single-member LLCs, you'll need an E.I.N. only if you have employees or choose to be taxed as a corporation instead of a sole proprietorship. You can obtain an E.I.N. by filling out an online application on the I.R.S. website, free of charge.

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Step 6: Meeting Annual Registration Obligations

All Virginia LLCs must pay a $50 annual registration fee. This is due each year by the last day of the month of your LLC's creation. The Virginia Corporations Commission will notify the LLC's registered agent of the assessment. If the payment is not received by the due date mentioned in the notice, a $25 penalty will be applied. This fee can be paid online or by mail.