Virginia: Domestic LLC Formation Filing Requirements
The short answer
An ordinary Virginia LLC files Articles of Organization with the State Corporation Commission using Form LLC1011 or the online CIS service and pays $100. The articles state the LLC name, principal-office address, and the initial registered agent, qualification, registered-office address, and locality; the current form requires every listed organizer to sign. The LLC exists when the Commission issues its Certificate of Organization, or on a stated later time no later than 11:59 p.m. on day 15 after issuance; no publication or separate initial report is required.
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This is the general rule in Virginia. Ezel applies current Virginia law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | Virginia Limited Liability Company Act; Articles of Organization filed with the State Corporation Commission, current Form LLC1011 (Va. Code §§ 13.1-1010 to -1011) |
|---|---|
| Organizer and signature | One or more organizers; organizer need not become a member. Current form requires all listed organizers to sign; print signer name/capacity, and entity-organizer block identifies entity plus individual signer/title (§§ 13.1-1003, -1010; Form LLC1011) |
| Required entity and purpose terms | Compliant LLC name; no purpose clause required. Any lawful business is permitted and duration is perpetual unless articles provide otherwise (§§ 13.1-1009, -1011 to -1012) |
| Addresses and service fields | Principal-office physical address; initial registered-agent name and qualification; Virginia registered-office physical address plus city/county locality (§ 13.1-1011; Form LLC1011) |
| Management and owner disclosure | No management election or member/manager/owner names required. Members manage unless articles or a written operating agreement provides for managers (§§ 13.1-1011, -1022) |
| Optional and restricted provisions | Articles may include any matter permitted in an operating agreement and need not restate statutory powers; delayed effectiveness is optional. Prescribed form accepts no attachments, so custom provisions require self-prepared articles (§§ 13.1-1011, -1004; Form LLC1011) |
| Filing method, fee, and attachments | $100; file online through CIS, mail, or deliver in person. Form LLC1011 says send only the form and no attachments (§ 13.1-1005; SCC) |
| Formation and effective date | Existence begins when SCC issues the Certificate of Organization; delayed time/date capped at earlier stated time or 11:59 p.m. on day 15 after issuance. All article parties may cancel before effectiveness (§ 13.1-1004) |
| Publication and initial follow-up | No newspaper/database publication, proof filing, or separate initial entity report in the current Act or formation package |
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Requirements one by one
Governing law and filing record
Virginia forms an ordinary domestic LLC through Articles of Organization
filed with the State Corporation Commission under Va. Code §§ 13.1-1010 and
13.1-1011. The current prescribed filing is Form LLC1011 or its online CIS
equivalent.
Organizer and signature
One or more persons may organize the LLC, and Va. Code § 13.1-1010 expressly
says an organizer need not become a member. Section 13.1-1003 requires the
signer to state a printed name and signing capacity.
The current Form LLC1011 instructs all listed organizers to sign. If a
business entity is the organizer, the block identifies that entity and the
individual's name and title used to sign for it.
Required entity, address, and service terms
Va. Code § 13.1-1011 requires a compliant LLC name, the initial registered
office's address and Virginia city or county, the initial registered agent's
name and statutory qualification, and the principal-office address. The
principal office may be outside Virginia, but current Form LLC1011 requires a
physical address rather than a post-office box.
The statute's complete required-content list does not require a purpose clause,
duration, or member, manager, or owner names. Va. Code § 13.1-1012 separately
supplies the permitted LLC designators and the distinguishability rule.
Management and optional provisions
Va. Code § 13.1-1022 keeps management with the members unless the articles or a
written operating agreement provides for one or more managers. The articles do
not have to name those managers or disclose the members.
Under § 13.1-1011(B)-(C), custom articles may include any matter that the Act
permits in an operating agreement and need not restate the LLC's statutory
powers. Va. Code § 13.1-1009 supplies perpetual duration unless the articles say
otherwise and permits any lawful business the listed entity types may conduct,
subject to the laws governing that activity.
Filing method, fee, and attachments
Va. Code § 13.1-1005 sets the Articles of Organization fee at $100. The SCC
accepts Form LLC1011 online through CIS, by mail, or by in-person delivery.
The prescribed form says to send only the form and no attachments. A filer
who needs permitted custom provisions should prepare articles that satisfy the
SCC's self-prepared-document instructions instead of attaching extra pages to
Form LLC1011.
Formation and effective date
The LLC's existence begins when the Commission issues its Certificate of
Organization, not merely when the articles arrive. Va. Code § 13.1-1004(B)
makes that certificate conclusive evidence that the formation conditions were
satisfied.
The articles may state a later time or date, but § 13.1-1004(D) caps the delay at
the earlier stated moment or 11:59 p.m. on the fifteenth day after certificate
issuance. A date without a time takes effect at 12:01 a.m. Before that moment,
a statement signed by every party to the articles can cancel the certificate.
Publication and initial follow-up
The current LLC Act, SCC formation page, and Form LLC1011 impose no newspaper or
database publication, proof-of-publication filing, or separate initial entity
report for an ordinary Virginia LLC.
What trips people up
The principal office and registered office are different fields. The
principal office may be outside Virginia. The registered office is the Virginia
business office for the registered agent and the form separately requires the
Virginia city or county where it sits.
The form's signature instruction is broader than “at least one.” Its
checklist says include at least one organizer signature, but its execution
instruction says all organizers must sign. If multiple organizers are listed,
follow the all-signers instruction.
The 15-day delay runs from certificate issuance. It does not run from the
day the articles were mailed, delivered, or submitted online.
Common questions
Can a business entity organize the LLC? Yes. Form LLC1011 expressly provides
the signature format: name the entity organizer, then identify the individual
and title used to sign for it.
Can I attach extra clauses to Form LLC1011? No. The current form says not to
include attachments. Section 13.1-1011 permits custom provisions, but they
belong in self-prepared articles that meet the Commission's document rules.
What does the Certificate of Organization prove? Va. Code § 13.1-1004(B)
makes it conclusive evidence that the formation conditions were performed and
that the LLC was formed under the Act.
Statutes and sources
- Va. Code §§ 13.1-1003, -1009 to -1012, and -1022 — document execution,
organizer status, required article fields, name, duration, lawful business,
management default, and optional provisions.
https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1011/
(accessed 2026-07-29) - Va. Code §§ 13.1-1004 to -1005 — certificate issuance, formation,
delayed effectiveness, pre-effective cancellation, and $100 fee.
https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1004/
(accessed 2026-07-29) - Virginia SCC Form LLC1011 (Rev. 01/26) and LLC filing page — current
fields, all-organizer signature instruction, filing routes, no attachments,
and fee.
https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/forms-and-fees/virginia-limited-liability-companies/llc1011.docx
(accessed 2026-07-29)
Source links
Every statute quoted above, linked, with the date we checked it.
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