Articles of Organization LLC Virginia

What Are Virginia Articles of Organization?

The Articles of Organization in Virginia, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company. The Articles of Organization are governed by the Virginia Limited Liability Company Act, specifically under § 13.1-1011 of the Code of Virginia. For more information, visit the Virginia State Corporation Commission's Business Formation page.

Are Virginia Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Virginia. According to § 13.1-1011 of the Code of Virginia, an LLC is not legally recognized until the Articles of Organization are filed with the Virginia State Corporation Commission. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the LLC structure.

Information Required in Virginia Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per § 13.1-1012 of the Code of Virginia. The name must be distinguishable from other registered entities in Virginia. Certain words, such as "bank" or "insurance," may require additional approval. To check name availability, use the Virginia SCC Business Entity Search.

Virginia Registered Agent and Registered Office

Every LLC in Virginia must designate a Registered Agent and a Registered Office. The registered agent can be an individual resident of Virginia or a business entity authorized to transact business in Virginia. The registered office must have a physical address in Virginia, not a P.O. Box, as stated in § 13.1-1015 of the Code of Virginia. For more details, refer to the Registered Agent FAQs.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects the governance of the LLC and must be clearly stated in the formation documents. For more information, see § 13.1-1022 of the Code of Virginia.

Organizer Information

An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in Virginia, and only one organizer is required. The organizer must provide their name and address in the filing.

Purpose Statement

Virginia allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is involved in licensed professions, additional documentation may be required.

Certificate of Formation Effective Date

The Articles of Organization become effective upon filing unless a delayed effective date is specified. The delayed date cannot be more than 15 days after the filing date, as per § 13.1-1011 of the Code of Virginia.

How to File Virginia Articles of Organization

Online

The Virginia State Corporation Commission offers an online filing system called CIS (Clerk's Information System), available 24/7. The processing time is typically immediate, and payment can be made via credit card.

Mail

To file by mail, send the completed Articles of Organization to:

Virginia State Corporation Commission
Clerk's Office
P.O. Box 1197
Richmond, VA 23218-1197

For courier or hand-delivery, use:

Virginia State Corporation Commission
Clerk's Office
1300 E. Main Street
Tyler Building, 1st Floor
Richmond, VA 23219

Include one original copy and the filing fee. Payment can be made by check payable to "State Corporation Commission." Processing time is typically 3-5 business days.

Virginia Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Virginia is $100. Additional fees may apply for expedited processing or credit card payments.

What Happens After Filing Virginia Articles of Organization?

Once filed, the LLC is legally recognized as a business entity in Virginia. The State Corporation Commission will issue a Certificate of Organization as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the Virginia Department of Taxation. An operating agreement is recommended, though not required by law. Annual reports must be filed with the SCC, and ongoing compliance with state regulations is necessary.

Common Mistakes When Filing Virginia Articles of Organization

1. Name Availability Issues: Ensure the LLC name is distinguishable and complies with state requirements. Use the Business Entity Search to verify availability.
2. Missing Registered Agent Information: The registered agent's name and address must be complete and accurate. Failure to provide this information can lead to rejection.
3. Incorrect Filing Fee: Submit the correct fee of $100. Incorrect fees will result in the return of the filing.
4. Invalid Registered Agent: Ensure the registered agent meets the residency or business entity requirements. Refer to § 13.1-1015.
5. Use of Restricted Terms: Avoid using restricted terms without proper approval. Check with relevant agencies if necessary.
6. Unsigned Documents: The Articles of Organization must be signed by the organizer. Unsigned documents will be rejected.
7. Wrong Forms for Professional Services: Use the correct forms for professional LLCs. Visit the Professional Entity Forms page.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it is within the 15-day limit.

Additional Resources

• Virginia State Corporation Commission Main Page
• Business Entity Forms and Fees
• Code of Virginia
• CIS Online Filing Portal
• Virginia Department of Taxation
• Contact: Virginia State Corporation Commission, Phone: (804) 371-9733, Email: sccinfo@scc.virginia.gov

This article provides general information about Virginia LLC formation requirements under the Virginia Limited Liability Company Act. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.