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PCF makes it fast, easy and cost-efficient to Form a LLC in Virginia
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AND keep up with recurring Virginia LLC requirements
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PCF has helped thousands of businesses successfully form a LLC Online
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Choose PCF to help you form your Virginia LLC and we will notify you each year well in advance of the due date for
any required Virginia LLC reporting requirements
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If you're ready to form a Virginia LLC online now
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Check our Virginia LLC options and prices
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If you need more information about forming a Virginia LLC online, the information below may help you understand the requirements and implications of
forming a LLC in Virginia.
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Do I need a lawyer to form a Virginia Limited Liability Company (LLC)
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The short answer is no.
The state of Virginia does not legally require a lawyer to form a
Virginia LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming a Virginia LLC.
However, if there is anything about forming an LLC in Virginia
that you're not sure about you should seek the advice of a competent Virginia lawyer, a Virginia accountant,
or both before you form a LLC in Virginia.
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Once you have made the decision to form a LLC in Virginia, a Virginia lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Virginia LLC.
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Put the money you save with PCF right where it belongs
into your new Virginia LLC
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a Virginia Limited Liability Company (LLC)
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1. Choose a name for your Virginia LLC
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- PCF will check to make sure that your Virginia LLC name is available, conforms to state of Virginia LLC naming
regulations, and will reserve the LLC name with the Virginia Secretary of State.
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Your Virginia LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Virginia LLC name that you choose must be distinguishable from the name of any other registered Virginia LLC or other
business entity and the name must also be different from any reserved names on record with the state of Virginia.
Your Virginia LLC name must not imply that it was formed for a purpose other than that stated in your
Articles of Organization and your Virginia LLC name must not be a name that is likely to mislead the public.
Your Virginia LLC name must contain, as the last words of the name, "Limited Liability Company" or the abbreviation
"L.L.C." or "LLC".
The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
It's important to choose a good name for your Virginia LLC because if you want to change it after you form your Virginia LLC you
will have to file amended Articles of Organization with the Virginia Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Virginia LLC
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- PCF can act as the official Registered Agent for your Virginia LLC.
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Every Virginia LLC must have an address that is physically located in the state of Virginia.
This address is "registered" with the Virginia Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Virginia to receive all correspondence on behalf of the Virginia
LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many Virginia LLCs hire a Registered Agent because they don't have a physical
address within the state of Virginia.
Some Virginia LLCs hire an outside Registered Agent to provide a distinct level of privacy.
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3. Determine who will be Members and who will Manage your Virginia LLC
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- PCF will include Guidelines for Managers in your Virginia LLC documents.
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The owners of a Virginia LLC are called Members - not partners or shareholders.
(Virginia LLCs do not issue stock).
Members make all business decisions and realize the financial benefits generated by the Virginia LLC.
Division of ownership and distribution of profits are decided by private agreement among the members.
Each Virginia LLC must have at least one member.
Members need not live in the state of Virginia or be citizens of the United States.
Managers are responsible for the day to day operation of the Virginia LLC.
Members elect or appoint Managers and have the power to remove them.
Managers may or may not be Members of the Virginia LLC.
Management for your Virginia LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.
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4. Determine how you want to be taxed
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The IRS does not recognize an LLC as a classification for federal tax purposes.
Virginia LLC members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.
This decision may be made after the Virginia LLC is created.
If a single member Virginia LLC does not declare a tax classification it is taxed the same as a sole
proprietorship.
A multiple member Virginia LLC that does not declare a tax classification is taxed as a general partnership.
More specific federal LLC tax information can be found at the
IRS web site.
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| The Virginia Corporate Income Tax Rate is 6%. For Virginia Corporate Tax Information click here. |
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5. File Articles of Organization with the Virginia Secretary of State
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- PCF can draft Articles of Organization that are specific to your Virginia business and file them with the Virginia Secretary of State.
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A Virginia Limited Liability Company is a type of business that is authorized by the state of Virginia - not by the federal government.
In order to form a LLC in Virginia you must file Articles of Organization with the Virginia Secretary of State.
The Articles of Organization must include certain specific information about your Virginia LLC.
If the Articles do not conform exactly to state of Virginia requirements they will be rejected.
You may subsequently amend the Articles of Organization for your Virginia LLC but you will have to pay a fee to the state of
Virginia in order to make the changes official.
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6. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Virginia LLC.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Virginia LLC.
All Virginia LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have an FEIN.
If you do not elect to have your Virginia LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or
if you plan to have employees.
If you plan to form a single-member Virginia LLC you may not need a separate FEIN for the LLC if you have no employees.
The sole member of a single member Virginia LLC may be able to use his or her Social Security Number instead of applying for an FEIN.
You may request an EIN for your Virginia LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending
on your business circumstances.
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What do I have to do after I form my Virginia LLC
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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- PCF can draft an initial Operating Agreement for your Virginia LLC that is based on your specific Virginia
business requirements.
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An Operating Agreement defines the rules by which your Virginia LLC will operate.
It is the core document that is referred to when issues concerning your LLC need to be resolved.
Operating Agreements may include requirements for almost anything that involves the management and operation of your Virginia LLC.
By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of
disagreement in the future.
Items commonly included in an Operating Agreement for a Virginia LLC:
- Rights and duties of Members
- Member contributions
- Record keeping and reporting requirements
- Distribution of profits
- Allocation of losses
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- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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Although an Operating Agreement is not required in the state of Virginia, if you plan to form a multiple member Virginia LLC
it is highly advisable to have one.
Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.
As your Virginia LLC grows over time, you may amend your Operating Agreement as necessary.
When your Virginia LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by
the state of Virginia.
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2. Open a Business Bank Account in Virginia
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It's very important that you have a separate business bank account for your Virginia LLC.
Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
In most cases you will need a FEIN, a copy of your Virginia LLC Articles of Organization, and a resolution identifying authorized signers
if those names are not listed in the Articles.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Virginia LLC doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Virginia LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Virginia LLC you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Virginia LLC vary depending on your business activities
and the specific locations within the state of Virginia in which you want to conduct business.
If your Virginia LLC will be selling products in Virginia you may be required to obtain a Reseller's Permit from the appropriate
Virginia state agency.
If your Virginia LLC will be selling products in Virginia you will also be responsible for all applicable local and state of Virginia
sales taxes if there are any.
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4. File the required Virginia LLC reports
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Each Virginia LLC must file an Annual Report with the Virginia Secretary of State.
The Virginia Annual Report includes basic information about your Virginia LLC.
Failure to submit a properly completed Virginia Annual Report to the Virginia Secretary of State on or before the
due date may subject the Virginia LLC to being administratively dissolved in the state of Virginia or having its authority to
transact business in the state of Virginia revoked by the Virginia Secretary of State.
Penalties may accrue if you fail to file any Virginia LLC Annual Report to the Virginia Secretary of State
by the due date.
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5. Keep proper records of your Virginia LLC on file
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Keep the following records on file and available at the principal business office of your Virginia LLC:
- Names and addresses of all Members and Officers of the Virginia LLC
- Articles of Organization for the Virginia LLC and any Amendments to them
- Copies of all tax returns and reports for the Virginia LLC for the last 3 years
- If the Virginia LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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Virginia Foreign LLC Qualification
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You want to do business in the state of Virginia but are registered as a Domestic Corporation or LLC in another state.
In order to legally conduct business in the state of Virginia you must register with the Virginia Secretary of State as
a Virginia Foreign Corporation or LLC.
The process of registering as a Foreign Corporation or LLC in the state of Virginia is called Virginia Foreign Qualification.
The process of Virginia Corporation or LLC Foreign Qualification is similar to the process of forming a Domestic Corporation or LLC in the state of Virginia.
Your original formation documents and Corporate Bylaws, or Operating Agreement for LLCs, apply to your Virginia Foreign Corporation or LLC.
The Board of Directors and Officers of your Domestic Corporation, or Members and Managers in the case of LLC, have the same roles in the Virginia Foreign Corporation or LLC.
For specific requirements to qualify as a Foreign LLC in the state of Virginia click here.
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