Virginia Certificate of Formation: Articles & Cost (2026)

Q: Does Virginia have a Certificate of Formation?

No. Virginia does not use the term Certificate of Formation for LLCs. The document that creates a Virginia LLC is the Articles of Organization (Form LLC-1011), filed with the State Corporation Commission under Title 13.1, Chapter 12 of the Code of Virginia.

Q: How much does it cost to file Virginia Articles of Organization?

The filing fee is $100, paid to the Virginia State Corporation Commission, whether you file online in the Clerk's Information System (CIS) or by mail. The state then charges a $50 annual registration fee each year to keep the LLC active.

Q: Does a Virginia LLC need a registered agent?

Yes. Section 13.1-1015 of the Code of Virginia requires every Virginia LLC to continuously maintain a registered agent and registered office. The agent must be a Virginia resident who is a member or manager or a licensed attorney, or a registered business entity.

Q: What is the Virginia LLC annual fee?

Virginia charges a $50 annual registration fee, due by the last day of the month in which the LLC was formed. If the fee is not paid, the SCC cancels the LLC's existence, though it can be reinstated.

Q: Is a Virginia corporation different from an LLC?

Yes. A Virginia corporation files Articles of Incorporation under Title 13.1, Chapter 9, with a filing fee plus a share-based charter fee, while an LLC files Articles of Organization under Chapter 12 for $100. Neither entity uses a Certificate of Formation.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Virginia has no document literally called a “Certificate of Formation.” To create a Virginia LLC you file the Articles of Organization (Form LLC-1011) with the Virginia State Corporation Commission and pay a $100 fee. You must appoint a Virginia registered agent, and each year the LLC pays a $50 annual registration fee to stay active.

Quick Answer

Actual document: Articles of Organization, Form LLC-1011 (Virginia has no LLC “Certificate of Formation”)
Agency: Virginia State Corporation Commission (SCC), Clerk's Office
Filing fee: $100 (2026), online in CIS or by mail
Governing law: Virginia Limited Liability Company Act, Title 13.1, Chapter 12
Registered agent: Required - Virginia registered agent and registered office
Ongoing: $50 annual registration fee, due by the anniversary month

Does Virginia Have a “Certificate of Formation”?

No. “Certificate of Formation” is the name Delaware, Texas, Washington, and New Jersey give to the document that creates an LLC. Virginia does not use that phrase for limited liability companies. In Virginia, the charter document is the Articles of Organization, provided by the State Corporation Commission as Form LLC-1011, and it is governed by the Virginia Limited Liability Company Act at Title 13.1, Chapter 12 of the Code of Virginia. If a bank, lender, or out-of-state form asks a Virginia LLC for its “Certificate of Formation,” the correct equivalent is the filed Articles of Organization together with the certificate of organization the SCC issues after it accepts the filing.

The naming overlap causes real confusion because Virginia does issue a document called a certificate of good standing (certificate of fact of existence), which is a different thing: it confirms an existing entity is active and current on its annual registration fee. It is not the formation document. This guide explains the document Virginia actually files, what it costs, and what happens after. For the national picture, see how to form an LLC and the state walkthrough at how to form an LLC in Virginia.

Virginia Agency and Form: The State Corporation Commission

A Virginia LLC is created by filing the Articles of Organization with the Virginia State Corporation Commission (SCC). Unlike most states, Virginia does not route business filings through a Secretary of State; the SCC Clerk's Office is the filing authority. Filing Form LLC-1011 and the Commission's acceptance of it is the legal act that brings the LLC into existence under section 13.1-1004 of the Code of Virginia, at which point the SCC issues a certificate of organization. You file online through the Clerk's Information System (CIS), which is the fastest route, or submit a paper Form LLC-1011 by mail.

The Commission records the filing, assigns each entity an SCC ID number, and maintains the public record you can look up with the Virginia business entity search. Virginia imposes no newspaper publication requirement, so an LLC is effective as soon as the SCC accepts the Articles (or on a later delayed effective date you request). Compare the Virginia process with a sibling state at Washington's Certificate of Formation or how to form an LLC in Texas.

What the Articles of Organization Must Include

Section 13.1-1011 sets out what the Articles of Organization must contain. Getting these details right the first time avoids a rejected filing:

LLC name. It must contain “Limited Liability Company,” “LLC,” or “L.L.C.” and be distinguishable from other names on the SCC's record. You may reserve a name in advance if you are not ready to file.
Registered agent name and Virginia registered office address. The agent must meet the statutory qualifications (see below). See Virginia registered agent.
Principal office address.
Organizer signature.

Virginia's form is deliberately short - it does not ask you to state a business purpose or list members and managers. The internal rules of the company - ownership percentages, voting, and distributions - go in a separate operating agreement, which Virginia does not file and does not require but which is strongly recommended.

Virginia LLC Filing Fees (2026)

The headline cost to create a Virginia LLC is $100. Optional add-ons and the recurring annual fee are listed below. All amounts are set by the State Corporation Commission and are effective for 2026; confirm the current schedule on the SCC forms-and-fees page before filing.

Item	Form	Fee (2026)
Articles of Organization (create the LLC)	Form LLC-1011	$100
Name reservation (120 days)	Name reservation	$10
Annual registration fee (each year)	Annual payment	$50
Certified copy / certificate of good standing	Records request	Fee varies
Assumed / fictitious name certificate	Form SCC 631/632	$10
Federal EIN (IRS)	IRS Form SS-4	$0 (free)

Unlike some states, Virginia charges a flat annual registration fee rather than a content-heavy annual report. For the full lifetime cost of a Virginia LLC, including taxes and renewals, see Virginia LLC cost.

Virginia Registered Agent Requirement

Section 13.1-1015 of the Code of Virginia requires every Virginia LLC to continuously maintain a registered agent and registered office in the state. The registered agent receives service of process, tax notices, and official correspondence. Virginia is stricter than many states about who qualifies: an individual agent must be a Virginia resident and either a member or manager of the LLC, an officer or director of a member or manager that is a corporation, a general partner of a member or manager that is a partnership, or a member of the Virginia State Bar. Alternatively, the agent can be a domestic or foreign business entity authorized to do business in Virginia. The registered office must be a physical Virginia address.

You may serve as your own registered agent if you meet the qualifications, or hire a commercial registered agent service. To change agents later, file a Statement of Change with the SCC. Failing to maintain an agent is grounds for the Commission to cancel the LLC's existence. See Virginia registered agent requirements and the national registered agent overview.

After Formation: EIN, Operating Agreement, and Taxes

Filing the Articles creates the entity, but a few steps complete the setup. Apply for a free federal Employer Identification Number (EIN) from the IRS; it is required if the LLC has more than one member or any employees and is needed to open a bank account. By default, the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment.

Virginia does levy a state income tax, and pass-through income from an LLC generally flows to the members' Virginia individual returns filed with the Virginia Department of Taxation. If the LLC sells taxable goods, it must register for the Virginia retail sales and use tax before making sales. Adopt an operating agreement, and check whether your city, county, or profession requires a business license (many Virginia localities require a local BPOL business license). For the full tax picture, see the national business tax overview.

Annual Registration and Ongoing Requirements

Virginia keeps an LLC active through a single yearly obligation: the annual registration fee of $50. It is due by the last day of the month in which the LLC was originally formed - its anniversary month - each year. Unlike many states, Virginia does not make an LLC file a detailed annual report; the payment itself is what keeps the entity in good standing. If the fee is not paid, the SCC cancels the LLC's existence, after which the company must apply for reinstatement and pay the delinquent fees to come back.

Keeping the annual registration and registered agent current is the simplest way to stay in good standing. When you are ready to close the company, you file Articles of Cancellation rather than simply letting the registration lapse - see how to dissolve an LLC in Virginia, and track the deadline on our Virginia annual registration page.

Corporations: Articles of Incorporation Instead

If you actually meant to form a corporation rather than an LLC, Virginia still does not use a “Certificate of Formation.” A Virginia stock corporation is created by filing Articles of Incorporation under Title 13.1, Chapter 9 (the Virginia Stock Corporation Act). The corporation fee is a filing fee plus a charter fee based on the number of authorized shares, so a small corporation pays more than an LLC's flat $100. Corporations also pay an annual registration fee that scales with authorized shares and must maintain a registered agent. Choosing between the two structures is a tax and liability decision covered in S-corp vs LLC. Whichever you pick, the formation document is an “Articles of” filing, never a Certificate of Formation.

Frequently Asked Questions

Does Virginia have a Certificate of Formation?

No. Virginia uses the Articles of Organization (Form LLC-1011) to create an LLC, filed with the State Corporation Commission under Title 13.1, Chapter 12. “Certificate of Formation” is a Delaware, Texas, and Washington term, not a Virginia one.

How much does it cost to file Virginia Articles of Organization?

$100, paid to the State Corporation Commission online in CIS or by mail. A $50 annual registration fee follows each year. See Virginia LLC cost.

What agency handles Virginia LLC formation?

The Virginia State Corporation Commission (SCC), through its Clerk's Office - not a Secretary of State. You file online in CIS or by mail, and the SCC issues a certificate of organization.

Does a Virginia LLC need a registered agent?

Yes. Section 13.1-1015 requires a qualified Virginia registered agent and a Virginia registered office. See Virginia registered agent.

What is the Virginia LLC annual fee?

A $50 annual registration fee, due by the last day of your formation anniversary month. Missing it leads to cancellation of the LLC's existence. See Virginia annual registration.

Is a Virginia corporation different from an LLC?

Yes. A corporation files Articles of Incorporation under Chapter 9 with a share-based charter fee; an LLC files Articles of Organization under Chapter 12 for $100. Neither uses a Certificate of Formation.

Sources

Virginia State Corporation Commission - Forms and Fees (Form LLC-1011 Articles of Organization; $100 fee; name reservation).
Virginia State Corporation Commission - Businesses (Clerk's Office) (file online in CIS).
Virginia State Corporation Commission - Clerk's Information System (CIS) entity search (name distinguishability).
Virginia State Corporation Commission - Business FAQs (annual registration; cancellation and reinstatement).
Virginia Law - § 13.1-1011, Articles of organization.
Virginia Law - § 13.1-1004, Formation of a limited liability company.
Virginia Law - § 13.1-1015, Registered agent.
Virginia Law - § 13.1-1062, Annual registration fees (LLC $50).
Virginia Law - Title 13.1, Chapter 9 (Virginia Stock Corporation Act).
Virginia Department of Taxation - Register a Business in Virginia.
Justia - Code of Virginia, Title 13.1, Chapter 12 (LLC Act).
IRS - Limited Liability Company (LLC) (federal default classification).
IRS - Get an Employer Identification Number (free EIN).
Cornell Legal Information Institute - Limited liability company (LLC).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and deadlines change; verify current requirements with the Virginia State Corporation Commission before acting.