Virginia Secretary of State
Form your Virginia LLC, Corporation, or Nonprofit with chat-first AI business formation. State filing, registered agent, EIN, and ongoing compliance workflows — connected from the start.
Virginia Business Filing Overview
The State Corporation Commission — Clerk's Office is the state authority responsible for registering LLCs, corporations, nonprofits, and other business entities in Virginia. The standard LLC formation fee is $100 with a processing time of 3-5 days. Online filing is available.
Virginia Entity Requirements
State-specific governance rules for Virginia LLCs, Corporations, and Nonprofits.
Members
| Minimum required | 1 |
|---|---|
| Residency required | No |
Management Structure
| Default | Member Managed |
|---|
Member-managed unless the articles or a written operating agreement provides manager management.
Operating Agreement
| Required to file | Yes |
|---|
Must initially be agreed to by all members; it need not be written unless the articles or agreement requires writing.
Annual Meeting
| Required | No |
|---|
No statutory annual meeting requirement for LLCs
Formation Filings in Virginia
These are the primary documents filed with the State Corporation Commission — Clerk's Office to create a new legal entity. Each entity type has different requirements, fees, and processing times.
Articles of Incorporation
Corporation| Agency: | State Corporation Commission |
|---|---|
| Filing Fee: | $75 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
| Expedited: | Yes — $25 for 24 hours processing |
What to know
- Includes authorized shares and par value
- Names the registered agent
- Sets the corporation's purpose
Articles of Organization
LLC| Agency: | State Corporation Commission |
|---|---|
| Filing Fee: | $100 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
| Expedited: | Yes — $25 for 24 hours processing |
What to know
- Names the registered agent and required filing contact information
- Sets the registered office address
- May include an optional effective date
Articles of Incorporation (Nonprofit)
Nonprofit| Agency: | State Corporation Commission |
|---|---|
| Filing Fee: | $75 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
What to know
- Public benefit purpose statement required
- Asset dedication language for IRS
- Members or directors structure
Foreign Qualification
LLCCorporation| Agency: | State Corporation Commission |
|---|---|
| Filing Fee: | $100 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
What to know
- Required when operating, hiring employees, or owning property in another state
- Needs Certificate of Good Standing from home state
- Creates registered agent and annual report obligations in the new state
Ongoing Compliance in Virginia
After formation, Virginia entities must maintain ongoing filings to remain in good standing. Missing deadlines can result in late fees, administrative dissolution, and loss of liability protection.
Annual Report
LLCCorporationNonprofit| Agency: | State Corporation Commission |
|---|---|
| Filing Fee: | $50 + processing fee if filing online |
| Processing Time: | Immediate |
| Filing Method: | Online or Mail |
| Due Date: | Last day of 12th month after formation / anniversary |
| Filing Period: | Annual |
What to know
- Due date varies by state (often anniversary date or fixed month)
- Filing fees range $10–$825 by state
- Failure to file results in administrative dissolution
Amendment to Formation Documents
LLCCorporationNonprofit| Agency: | State Corporation Commission |
|---|---|
| Filing Fee: | $25 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
What to know
- Board or member approval typically required
- Certified copy may be needed for banks and contracts
- Most states allow online amendment filing
Articles of Dissolution
LLCCorporationNonprofit| Agency: | State Corporation Commission |
|---|---|
| Filing Fee: | $25 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
| Tax Clearance: | Not required |
What to know
- May require tax clearance before filing
- Assets must be distributed before dissolution
- Protects against future liability claims
Change of Registered Agent
LLCCorporationNonprofit| Agency: | State Corporation Commission |
|---|---|
| Filing Fee: | $10 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
What to know
- Must be maintained at all times
- Registered agent must be available during business hours
- Can be an individual or registered agent service
Document Retrieval in Virginia
Certified documents from the State Corporation Commission — Clerk's Office are often required by banks, investors, lenders, and for foreign qualification in other states.
Certificate of Good Standing
LLCCorporationNonprofit| Agency: | State Corporation Commission |
|---|---|
| Filing Fee: | $6 + processing fee if filing online |
| Processing Time: | Same day |
| Filing Method: | Online or Mail |
What to know
- Required by most banks when opening accounts
- Needed for foreign qualification in other states
- Typically valid for 30–90 days
Apostille
LLCCorporationNonprofit| Agency: | Secretary of the Commonwealth |
|---|---|
| Filing Fee: | $10 |
| Processing Time: | 3-5 days |
| Filing Method: | Mail Only |
What to know
- Required for international business expansion
- Issued by Secretary of State office
- Attaches to formation documents and good standing certificates
Virginia Tax Snapshot
Understanding Virginia's tax environment is critical for choosing the right formation state and planning your entity's ongoing obligations.
Virginia individual income tax rates range from 2–5.75%. Corporate income tax 6%. State sales tax 4.3%; local add-ons bring combined rates to 5.3–7%.
Virginia Agency Directory
Key government agencies for Virginia business formation, tax registration, and employer compliance.
State Corporation Commission — Clerk's Office
Primary filing authority for Virginia business entities
State Corporation Commission — Clerk's Office
Entity formation, annual reports, certificates of good standing
Virginia Employment Commission
Unemployment insurance, employer registration
Form your Virginia entity today.
Start your Virginia LLC, corporation, or nonprofit online — AI-powered filing with registered agent, EIN, and compliance included.