Virginia is home to over 818,000 businesses that account for 99.5% of the businesses in the state, employing 45.4% of Virginia's workforce. Virginia’s diverse economy includes strong sectors in technology, defense, and healthcare. The state’s proximity to Washington D.C. provides access to government contracts and a highly educated workforce, making it an ideal location for business growth. Virginia also boasts more diversity in their business ownership, with over 9% of companies owned by veterans and 27% of businesses owned by BIPoC individuals. Top three industries in 2023 included professional, scientific, & technical services, construction, and transportation & warehousing.
Here's a primer on how to start a business in Virginia.
Costs associated with forming a business varies by business entity type and by state the business was formed in. We aim to cover here the basic costs specific to the state for starting a business. We also touch upon other costs in order to stay compliant and continue to doing business in the state, such as paying various state taxes or complying with local minimum wage laws when hiring in-state.
We cover in broad strokes the following costs:
There are several types of business structures you can choose from when forming your business. Which is best for your business depends on a variety of factors, like ownership in the business, taxation, and more.
No State Filing: There are two types of structures which can be automatically formed without any filing with the state. Sole proprietorship and general partnership falls into this category, and they are a popular form of self-employment.
Formed or Incorporated: Three most common business entities that require some formation or incorporation with the state are corporation, limited liability partnership (LLP), and limited liability company (LLC). Each structure has its own one-time formation or set-up cost.
Virginia offers the basic entity types that businesses can choose from in any state when filing for a domestic entity setup: Corporation, LLP & LP, and LLC. There are additional variations for each of these entity types as well as other structures. The state also allows for Business Trusts, which 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. This structure might be helpful to real estate investment groups pooling their money, for example. Virginia also requires General Partnerships to be registered with the state.
Certain professionals may form a Professional Corporation. These are limited to the services provided by:
The corporate name must end with “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.” or the initials “P.C.,” “PC”; or the phrase “professional corporation” or “a professional corporation.”
Professionals may also form a PLLC. Professional LLCs must use initials “P.L.C.,” “PLC,” “P.L.L.C.,” or “PLLC” in their company name.
Domestic entities can be formed predominantly online at the State Corporate Commission's Start a New Business Portal. Follow their New Business Checklist to form an business. Foreign entities can also be formed online here, with checklist guidance outlined here.
Across all US states, the average cost of formation is roughly $100 with some states costing as little as ~$50 to create a corporation and some as high as $500+ to form an LLC.
Here are the formation costs (up to date at the time of this writing) for three most common entity types for businesses filed with the state:
Franchise taxes are state fees that businesses pay in order to have the right to operate in those states. They are paid in addition to state and federal income taxes. Failure to file can cause a business to lose its good standing with the state, making it difficult to operate, get loans, and may cost the business clients if clients require this information.
Here are the franchise tax fees for each business entity structure in this state as of the time of this writing.
Taxes, taxes, and more taxes. Although income taxes may seem far off concern when starting a business, the truth is that not withholding enough for income taxes is a material cost to business owners. Here we briefly cover state income taxes. For a better overview of self-employment taxes, you can read more on Small Business Tax Planning.
Pass-Through Entities: Pass-through entities are boon to small business owners. A pass-through entity is a business structure where income passes directly to the owners or investors, and they report it on their personal tax returns. This allows the business to avoid paying corporate taxes, making it a more tax-efficient option for small businesses. This also makes filing taxes significantly simpler as only one return is needed.
By default, sole proprietorships, LLCs, and partnerships are considered pass-through entities. In the case of LLCs, LLCs are usually referred to as disregarded entities. However, owners can choose to get their LLC be recognized and treated differently for tax purposes with the IRS.
Corporate Income Tax: Most states (44 out of 50) levy a corporate income tax.
C-Corps pay a C-Corp state income tax rate. If the income tax is pass-through, as with S-Corps, use your personal income tax rate.
Limited Liability Companies: For LLCs, the tax rate depends on the how you set up the LLC business structure.
Business owners who sell goods or services within a state are typically required to collect and remit state sales tax. Each state has different rules regarding what is taxable, so it’s crucial to understand the state’s specific requirements. Most businesses aren't at significant risk of non-compliance with sales tax until they reach the state's economic nexus threshold.
Economic nexus refers to the threshold of sales or transactions in a state that, once exceeded, obligates a business to collect sales tax, even if they don't have a physical presence there. Once a business achieves economic nexus, they must register with the state’s tax authority and start collecting sales tax on applicable sales. Failing to comply with these requirements can result in penalties and back taxes. Economic nexus is particular important when it comes to online sales for e-commerce companies.
Certain counties increase sales tax to an additional 1.7%, resulting in an overall sales tax rate of 7%. Examples include Williamsburg, York County, and James City County.
If you're considering hiring employees for in-person work, then knowing your state's employment laws are important.
One important to factor is knowing the local minimum wage, which varies depending on state and sometimes even by city or county. Note that in addition to the hourly rate, employers should also consider payroll taxes, workers’ compensation insurance, and potential benefits costs.
Here we just provide a review in the table below costs specific to the state, namely the state's specific minimum wage, any applicable exceptions to the minimum wage, and recurring payroll taxes.
Some local municipalities in Virginia leverage a Business, Professional, and Occupational License (BPOL) Tax instead of a franchise tax. Examples include Richmond or Fairfax County.
Business name availability search is available via the Clerk's Information System. The system is quite robust; also available there are digital requests for Certificates of Good Standing for $6 a copy, and the ability to reserve business names.
Annual Reports are due the last day of the month in which the company was originally formed. Please note that the annual report fees referenced above are technically referred to as Annual Registration Fees, as there are no annual report fees. Reports can be submitted online, with guidance provided in this checklist.
The idea of starting a business can be exciting, but the plethora of choices, jargon, and costs associated with the pure act of setting up a business with the state can be an unnecessarily daunting and time-consuming process.
Although this guide can't setup your business entity for you, it provides an overview so you can get a head start. We hope this article has sheds light on the essential costs involved and provides guidance on how to manage them effectively, setting you on a path towards entrepreneurial success.
DISCLAIMER: Information on this site is for educational purposes only. LeHerring LLC does not provide, legal, accounting, tax or investment advice. Although care has been taken in preparing the information provided to you, we are not responsible for any errors or omissions, and we accept no liability whatsoever for any loss or damage you may incur. Always seek financial and/or legal counsel relating to your specific circumstances as needed for any and all questions and concerns you now have or may have in the future.
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