If you're in business in Virginia or thinking
of starting a business in the Commonwealth of Virginia, you should form a
Virginia limited liability entity for
your business that will protect you from potential liability as well as
provide you with tax benefits that will allow you to keep more of the
money you make. If you're unsure of whether it is worth forming a
Virginia corporation or Virginia limited liability company, then read
The Top 5 Reasons To Incorporate or Form An
LLC.
This webpage will explain the
process of forming a Virginia limited liability company, commonly
referred to by its abbreviation - LLC. Forming a Virginia LLC is
similar to forming a Virginia corporation but has different documentation and filing
requirements. The value of a Virginia LLC, like a Virginia corporation, is in the limited
liability it provides its owners (aka "members"). In order to enjoy
that limited liability, though, the LLC must be set up and run
properly. Failure to do so can result in an attempt by company
creditors to "pierce the veil" and attempt to hold the member's liable
for the LLC's debts.
To properly form a Virginia LLC,
you should:
Pick a name that is available and
that does not infringe upon the trademark rights of anyone else. All
LLC names must be different than the name of any other corporation or
LLC in Virginia and must end in "limited liability company," "limited
company," or an abbreviation of these such as "LLC," "LC." While you
can search the
Virginia State Corporation Commission records for name
availability, it is important to know that approval of your name by
the State Corporation Commission is not legal trademark clearance of
your rights to use that name. A separate search should be done to
make sure the proposed name does not infringe on someone else's
trademark rights. This can be done at the
United States Patent & Trademark Office website. When choosing a
corporate name, it's also a good idea to see whether the domain name
is available.
Prepare and file the articles of
organization with the Virginia State Corporation Commission. The
articles must contain specific information required by the Virginia
Code (see
13.1-1011 of the VA Code) as a bare minimum but should often
contain more provisions dealing with indemnity and other issues.
The Articles we can draft for you include extra protective language
for the Members (owners).
Nominate a Virginia registered
agent for the LLC. A registered agent is the person designated on the
public records as the "go to" person for official communications to
the LLC. Typical examples of these "official communications" are
letters from the Virginia State Corporation Commission and service of
process (lawsuits, employee garnishments, etc.) from the county
sheriff and process servers. Fore more information about Virginia
registered agents, and our registered agent services,
visit our "Registered Agent" page.
Draft an Operating Agreement for
the LLC. This is the step most often skipped by do-it-yourselfer's.
The Operating Agreement is the contract between the members and the
LLC that sets forth the rights and responsibilities of the members.
It should cover important issues such as the admission of new members,
the process by which a member may leave the LLC, the ownership share
of each member and their individual contributions, events of
dissolution for the LLC (and the process by which a dissolution takes
place), and more.
Obtain an Employer Identification
Number ("EIN") from the IRS and decide whether to elect to be taxed as
a sole proprietorship (the default form of taxation if there is only
one member of the LLC), a partnership (the default form of taxation if
there is more than one member of the LLC) or as an "S" Corporation.
Yes, an LLC may elect to be taxed as an S Corp. despite the fact that
it is not a "corp." Don't let the name fool you.
On an ongoing basis, the LLC
should be sure to pay its annual assessment (sent out by the State
Corporation Commission in July every year) to maintain its good
standing.
We can help you get off the
ground with your new Virginia LLC quickly and efficiently. We
also allow you to select only the services you need at this time.
Choose from the following
Virginia LLC option packages:
Get the total package, including Articles of Organization,
registered agent service for the first year (renewable at your
option), custom Operating Agreement - $575.00 (save $48!).
Click here to order.
Our Articles of
Organization are not the spare bare-bones form version you find at the
SCC. We include special protection sections for the Members that
could save the owners thousands!
Order service from us and we
will:
Help you with selecting a name
for your LLC
Prepare the Articles of
Organization
File the Articles of Organization
with the Virginia State Corporation Commission
Prepare the Operating Agreement
for the LLC (if you order this option)
Serve as the LLC's registered
agent for the first year, if you order this option (renewable, if you
like, for subsequent years)
Send all of your documents to you
quickly.
This service is available to you
regardless of where you are located. We work with entrepreneurs
and business owners all over Virginia and across the United States. If you have any questions about our services, call us at 804-290-4330 or send an
email Info@VARegisteredAgent.com.
Copyright
2006-09 Virginia Professional Services, LLC. All rights
reserved
DISCLOSURE: The
information obtained in this website is for general information purposes only
and should not be construed as legal advice. Each legal issue is different and
the information contained on this website may not apply to your situation. No
attorney-client relationship is formed by reading this website or by sending
email to Virginia Professional Services, LLC.
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