Form a Virginia LLC
LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Virginia LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Virginia Secretary of State. We also conduct a name search for your Virginia LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Virginia LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a LLC Name:Choosing a business name is one of the first steps in the process of forming your Virginia Limited Liability Company. The name that you choose:
Must be distinguishable from (cannot be the same as or deceptively similar to) any other business names used, registered or reserved with the Secretary of State
Must contain, as the last words of the name, Virginia "limited liability company" or "LLC" or "L.L.C." or "limited company" or "LC" or "L.C."
May not contain the words "Corporation," "Incorporated," "Limited Partnership" or the abbreviations "Corp.," "Inc.,""L.P." or "LP" or any word or phrase the use of which is prohibited by law for such company.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Virginia Limited Liability Company before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Virginia LLC formation, articles of organization must be delivered to and filed with the Secretary of State. State law requires that certain information be included in your articles of organization during the process of Virginia LLC formation. This information must include:
The company name
The street address of the registered office and the name and street address of the registered agent (If you do not have a registered agent, LegalZoom can arrange to be your legal agent ?see below for additional details)
A statement that the registered agent is either an individual who is a resident of Virginia and a member or manager of the LLC, a member or manager of the corporation that is a member of manager of the LLC or a general partner of a general or limited partnership that is a member or manager of the LLC or an in-state or out-of-state corporation authorized to do business in Virginia
The street address of the principal office of the LLC
Filing: Your LLC is considered organized once an original and a duplicate copy of the articles of organization are delivered to the Secretary of State with the proper filing fee and the Secretary of State determines that they are in compliance with state requirements. The Secretary of State endorses both copies but retains the signed original and returns the duplicate copy to the LLC or its representative. The document is effective as of the day and time it is filed or if a date and time is indicated the document is effective as of delayed effective date and time. The requirements are:
Minimum number of Organizers: One or more persons must sign and file the articles of organization
Must be executed by a manager or other person delegated the right and power to manage the business and affairs of the LLC, if they have not yet been chosen then by any member of the LLC, if the members have not been established then by at least one organizer but if the LLC is in the hands of a fiduciary then by the fiduciary
Must be signed and indicate the capacity of the signor
Additionally, Virginia LLC formation generally requires the inclusion and/or consideration of the following:
Operating Agreement: Although not required, LLC members may adopt, by unanimous consent, an operating agreement to regulate the affairs of the company, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more
Eligibility Requirements: A member must be an individual person
Procedure for Membership: A member may acquire an interest in the LLC through:
o A writing signed by the initial member or members and the organizer of the LLC
o An assignment of member interest
o The consent of a majority of the members in a member-managed company.
o The fiduciary or personal representative of the last remaining member who has dissociated
o A manner provided for in the articles of organization or operating agreement
Resignation of Membership: A member can resign from a LLC; however, certain prohibitions exist surrounding the ability of a member to resign from the company.
Contribution: The contributions of a member to a limited liability company may be in cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.
Registered Agent In Virginia
LegalZoom can also provide your business with a registered agent in Virginia. Every Virginia LLC must continuously employ a registered agent in Virginia ?the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent may be (1) an individual resident of Virginia who is a member or manager of the LLC, an officer or director of a corporation that is the member or manager of the LLC, a general partner of a partnership that is the member or manager of the LLC, a fiduciary or a member of the Virginia state bar or (2) an in-state or out-of-state corporation or LLC with an office in Virginia authorized to do business there provided that it does not act as its own registered agent and one or more natural persons are present at the office
Registered Office: The registered office may be a place of its business in Virginia.