The Virginia Limited Liability Company Act, enacted in 1991, is set out in Title 13 of the Virginia Code. According to section 13.1-1008, every limited liability company (LLC) must be formed for the purpose of engaging in a lawful business, purpose, or activity, although this need not be for profit. The State Corporation Commission administers the filing of paperwork and organization of LLCs in the state of Virginia.
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To form an LLC, organizers must submit articles of organization to the Virginia State Corporation Commission, together with the relevant filing fee. As of December 2010, the fee is $100. Articles of organization must be completed on Form LLC-1011 and contain specific information, including the name of the LLC and the registered agent. The articles of organization must also confirm the registered office, which should be identical to that of the registered agent. Section 13.1-1003 states that all documents filed shall be in the English language and either typewritten or printed. The existence of an LLC begins when the commission issues a certificate of organization, unless the articles of organization specify a later date.
The name of an LLC must be distinguishable from that of any other business entity registered in Virginia. In addition, Section 13.1-1012 provides that the name must contain the words “limited liability company,” “limited company,” or the abbreviations “LC,” “L.C.,” “LLC,” or “L.L.C.” It’s possible to check the validity of a name in advance by contacting the state corporation commission clerk’s office. Organizers may also reserve a name in advance for a period of up to 120 days, by applying to the state corporation commission. Section 13.1-1013 provides that the reservation may be renewed for successive periods of 120 days.
Each LLC in Virginia must appoint a registered agent with an address in the state, as stipulated in section 13.1-1015. The purpose of the registered agent is to receive service of legal process and other official correspondence and to forward it to the company. If a legal process is served on the registered agent, it is deemed that the LLC has received it. Either an individual or a business entity may act as a registered agent. The LLC must not act as its own registered agent.
Virginia imposes an annual registration fee on LLCs and other business entities. As at December 2010, the fee is $50. The fee is due on or before October 1 each year. If payment is not made by the date specified, the LLC must pay a penalty of $25. If the payment is not made by December 31, then section 13.1-1064 provides that the state corporation commission shall automatically cancel the LLC’s certificate of organization.
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