To register a business in Virginia, you can do so online through the State Corporation Commission. The information you need to provide will be provided as described. First, create an account on the SCC Clerk's Information System (CIS). All you need is your username and password.
The cost to register a new LLC or LLP in Virginia is $100, and the cost to register a new corporation starts at $75 and increases depending on the number of authorized shares.
Once you create an account, you will need to provide basic information about your business through the application, including:
- Owner name, contact information, ownership percentage
- Type of entity
- Main company address
- Business name
- Registered Agent (RA) name and address
- Business management system
- Optional: Upload your Articles of Organization or Articles of Incorporation (otherwise, the system will create one for you from the information you enter)
Choosing the right entity
The entity you choose for your company will primarily be determined by the ownership structure of your business and the potential future of your business.
- If you are the sole owner of the business, You may also operate a sole proprietorship or single-member LLC. There is no need to register as a sole proprietor. If you want legal and financial separation from your business, you can register an LLC.
- For small businesses with multiple owners, You can also register as a limited liability partnership (LLP) or LLC. LLPs are most common for qualified professionals such as lawyers and accountants.
- For more complex businesses, You'll probably choose between an LLC or a corporation. A joint stock company is usually needed if you want to attract investors and may make it easier to sell your company in the future.
Naming the registered agent
A registered agent is the person designated to receive and file legal and financial documents about your business with the state. You can list yourself or another member of your business' management team, or you can work with a professional Virginia licensed agent who is a member of the State Bar.
Member management and manager management
When registering an LLC, you need to be aware of whether your business is member-managed or manager-managed. “Management” in this case refers to the management of business operations (as opposed to lower-level “management” positions). The differences between member-managed business and manager-managed business are as follows:
- Member management This means that all members (owners) of an LLC automatically run the company. This is the most common operating structure for small businesses.
- Managed by manager It means appointing a manager for the company. Members may or may not be members, and not all members need to be managers. This structure is ideal for companies that want to attract silent investors, have majority owners and want to strengthen minority leadership, or need to hire experienced managers who are not the owners of the business.
Preparation of Articles of Organization or Articles of Incorporation
When registering a business in Virginia, you have the option, but are not required, to submit articles of organization or articles of incorporation with your application.
Articles of incorporation describe the operations of an LLC or LLP, and articles of incorporation describe the operations of a corporation. Whether you file with the state or not, writing an article about your business is an easy way to explain important details about your business entity, such as:
- Official company name and address
- Business purpose
- Names and addresses of members and managers
- Name and address of registered agent
- Ownership percentage and voting rights (class of shares in the case of companies)
- Duration of the company (including permanent or dissolution date)
