To form a Virginia LLC, you file articles of organization with the State Corporation Commission (SCC) and pay $100, as of October 2026. Each year after that, the LLC pays a $50 annual registration fee by the last day of the month in which it was formed. Miss it by more than three months and the LLC's existence is canceled automatically.
Virginia's fees come straight from the Code of Virginia, which makes them easy to pin down. The two parts that trip people up are who can be a registered agent and how unforgiving the annual fee is. Here's what the statutes say.
Virginia LLC fees at a glance
From section 13.1-1005 of the Code of Virginia and the annual fee in section 13.1-1062, as of October 2026:
| Filing | Fee |
|---|---|
| Articles of organization | $100 |
| Application to register an out-of-state LLC | $100 |
| Articles of amendment | $25 |
| Articles of cancellation (closing the LLC) | $25 |
| Articles of correction | $25 |
| Articles of restatement | $25 |
| Name reservation or renewal | $10 |
| Annual registration fee | $50 |
| Penalty for paying the annual fee late | $25 |
The registered agent catch
This is the detail most guides gloss over. In some states, almost any adult resident can be your registered agent. Virginia is stricter. Under section 13.1-1015, an individual registered agent must be a Virginia resident and also one of these:
- A member or manager of the LLC (or of an LLC that's its member or manager).
- An officer or director of a corporation that's a member or manager.
- A general partner of a partnership that's a member or manager, or a trustee of a trust that is.
- A member of the Virginia State Bar.
- A Virginia resident who's an officer of the LLC, as long as they or someone they designate is available during regular business hours at the registered office.
The agent's business office must be the same as the registered office. A business entity can also act as agent if it's authorized to transact business in Virginia, but it can't be its own registered agent. So your friend in Richmond can't simply hold the role for you unless they fit one of those categories.
The annual registration fee: when it's due
The fee is due on or before the last day of the twelfth month after the month you formed the LLC, and by that date every year after. Form it in June and your first $50 is due by the end of the following June. In practice, that means your anniversary month, not a statewide date.
Pay late and a $25 penalty is added, and the SCC mails a notice of the penalty and of impending cancellation. If the fee still isn't paid by the last day of the third month after the due date, the LLC's existence is automatically canceled on that day, whether or not the notice was mailed. The LLC's property then passes to its managers or members as trustees in liquidation.
Other ways a Virginia LLC can be canceled
The SCC can also cancel an LLC by order, after giving it a chance to be heard, if it has failed to maintain a registered office or agent in Virginia, failed to file a required document, or exceeded the authority the law gives it. If your registered agent resigns, you have 31 days to file a statement of change before the SCC starts sending cancellation notices.
Closing a Virginia LLC the right way
Letting an LLC lapse by not paying isn't the same as closing it. Under section 13.1-1050, once the LLC's affairs are wound up, you file articles of cancellation with the SCC for $25, as of October 2026. They must give the LLC's name, its SCC identification number, the effective date of its certificate of organization and a statement that winding up is complete. The SCC then issues a certificate of cancellation, and the LLC's existence ends, apart from lawsuits and the members' winding-up actions.
How to form a Virginia LLC, step by step
- Check your name is available, and reserve it for $10 if you want to hold it.
- Choose a registered agent who meets the section 13.1-1015 rules.
- File the articles of organization with the SCC, online through its Clerk's Information System or on paper, and pay $100.
- Write an operating agreement covering how decisions are made.
- Diarise the annual registration fee for the last day of your formation month each year.
- Register for state taxes you'll collect, such as Virginia sales tax if you sell taxable goods.
If you're comparing states or structures first, my guide on how to start an LLC walks through the choice, and my guide to the registered agent role explains what the job involves.
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My verdict
Virginia keeps the numbers small: $100 to form and $50 a year, as of October 2026. The cost of getting it wrong is high, though: three months after a missed payment the LLC is canceled with no further warning required. Pick an agent who qualifies under the statute, put your anniversary month in the calendar, and pay early.
Frequently asked questions
How much does it cost to form an LLC in Virginia?
The articles of organization fee is $100, as of October 2026.
How much is the Virginia LLC annual fee?
The annual registration fee is $50, as of October 2026, with a $25 penalty if it's paid late.
When is the Virginia LLC annual registration fee due?
By the last day of the twelfth month after the month the LLC was formed, and by that date every year after.
What happens if a Virginia LLC doesn't pay its annual fee?
If it's not paid by the last day of the third month after the due date, the LLC's existence is automatically canceled on that day.
Who can be a registered agent for a Virginia LLC?
A Virginia resident who is a member or manager (or related official), a member of the Virginia State Bar, or a qualifying officer, or a business entity authorized to transact business in Virginia.
Can my LLC be its own registered agent in Virginia?
No. A business entity can act as a registered agent, but not for itself.
How do I close a Virginia LLC?
Wind up its affairs, then file articles of cancellation with the SCC for $25, as of October 2026. The SCC issues a certificate of cancellation that ends the LLC's existence.
