Business Types

The following definitions provide general information about the business types listed. It is recommended that you consult with an attorney or a tax professional in order to determine the entity type that is most appropriate for your anticipated business activities.

A limited liability company (LLC) is an unincorporated association of one or more members (the owners) who share in the profits and losses of the company’s business. It is managed in accordance with an operating agreement by one or more members (member-managed) or by one or more managers (manager-managed). A limited liability company is a separate legal entity and, generally, the members and managers are not liable for the obligations of the limited liability company.
 
Business Type How to File Filing Fee
Virginia LLC File Online or complete Articles of Organization (Form LLC-1011) $100
Foreign LLC File Online or complete an Application for Registration as a Foreign Limited Liability Company (Form LLC-1052) $100
 

Professional Limited Liability Companies

A professional LLC is an LLC that is organized for the sole and specific purpose of rendering the professional service of pharmacists, optometrists, physical therapists, physical therapist assistants, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law, insurance consultants, audiologists, speech pathologists or clinical nurse specialists.
 
Business Type How to File Filing Fee
Professional LLC File Online or complete Articles of Organization for a Professional Limited Liability Company (Form LLC-1103) $100

A corporation is an artificial person or legal entity managed by a board of directors, consisting of one or more individuals, who collectively elect officers to run the corporation’s day-to-day business activities.

There are two types of corporations in Virginia, stock corporations, which are authorized to issue shares to persons who become shareholders, the owners of the corporation, and nonstock corporations, which may have members, but not owners. Stock corporations are usually formed to generate a profit for the shareholders. Nonstock corporations are usually organized for not-for-profit purposes, such as a tax-exempt, charitable organization or a property owners’ association. Generally, officers, directors, shareholders and members are not liable for the obligations of the corporation.

Business Type How to File Charter Fee Filing Fee
Stock Corporation File Online or complete Articles of Incorporation (Form SCC 619) See Corporation Charter Fee Schedule $25
Nonstock Corporation File Online or complete Articles of Incorporation (Form SCC 819) $50 $25
Foreign Corporation (Stock & Nonstock) File Online or complete an Application for a Certificate of Authority to Transact Business in Virginia (Form SCC 759/921) See Corporation Entrance Fee Schedule  


Professional Corporations

A professional corporation is a stock or nonstock corporation that is organized for the sole and specific purpose of rendering the professional service of pharmacists, optometrists, physical therapists, physical therapist assistants, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professional engineers, land surveyors, certified landscape architects, certified interior designers, public accountants, certified public accountants, attorneys-at-law, insurance consultants, audiologists, speech pathologists or clinical nurse specialists.
 
Business Type How to File Charter Fee Filing Fee
Professional Corporation File Online or complete Articles of Incorporation (Form SCC 544) See Corporation Charter Fee Schedule $25

A limited partnership, which is a type of partnership distinct from a general partnership, is formed by two or more persons with at least one general partner and one limited partner. The general partners exercise control over the management of the limited partnership’s business. The limited partners contribute money, property and/or services in return for an interest in the partnership, and share in the profits and losses of the limited partnership with the general partners in accordance with a written partnership agreement or, if there is none, the value of the unreturned contributions made by each partner. A limited partnership is an entity distinct from its partners. Generally, the limited partners are not liable for the obligations of the limited partnership. Unless the limited partnership is registered as a registered limited liability partnership (see this category, below), however, each general partner is liable for the obligations of the limited partnership.

Business Type How to File Filing Fee
Virginia Limited Partnership File Online or complete Certificate of Limited Partnership (Form LPA-73.11) $100
Foreign Limited Partnership File Online or complete an Application for Registration of Foreign Limited Partnership (Form LPA-73.54) $100

A general partnership (sometimes simply referred to as a “partnership”) is an association of two or more persons to carry on, as co-owners, a business for profit. Each partner contributes money, property and/or services in return for an interest in the general partnership, shares in the profits and losses of the general partnership’s business, and has equal rights in the management and conduct of the partnership’s business. A general partnership is an entity distinct from its partners, but unless the general partnership is registered as a registered limited liability partnership (see this category, below), each partner is liable for the obligations of the general partnership.

Business Type How to File Filing Fee
Virginia and Foreign General Partnership A partnership is not formed by a filing with the State Corporation, but partnership statements may be filed with the State Corporation Commission by using CIS or completing a Statement of Partnership Authority (Form UPA-93).

For foreign businesses, a duly authenticated copy of a Statement of Partnership that is filed in an office in another state may be filed with the Commission.
$25

A registered limited liability partnership (sometimes referred to as a limited liability partnership) is a status granted to a general partnership or a limited partnership that has registered for such status in the jurisdiction of its formation. Upon registration, the partners of a general partnership and the general partners of a limited partnership are not liable for the obligations of the general partnership or limited partnership that arise after registration.

Business Type How to File Filing Fee
Virginia Registered Limited Liability Partnership Complete Statement of Registration as a Domestic Limited Liability Partnership (Form UPA-132) and file it with the State Corporation Commission. $100
Foreign Registered Limited Liability Partnership Complete Statement of Registration as a Foreign Limited Liability Partnership (Form UPA-138) and file it with the State Corporation Commission. $100

A business trust is an unincorporated association whose governing instrument, sometimes referred to as a declaration of trust, provides that one or more trustees will manage property or conduct for-profit business activities on behalf of one or more beneficial owners. A business trust is a separate legal entity and, generally, its trustees and beneficial owners are not liable for the obligations of the business trust.

Business Type How to File Filing Fee
Virginia Business Trust File Online or complete Articles of Trust (Form BTA-1212) $100
Foreign Business Trust File Online or complete an Application for Registration as a Foreign Business Trust (Form BTA-1242) $100