====== Start a business in Virginia (LLC filing path) ====== **Virginia · How do I start a business?** · state model checked by Claude · quality 1.00 //Generated by [[https://github.com/alibama/lexflow|lexflow]] from the state statutes (open-us-law, government publisher text) and checked by Claude: every quoted phrase was matched word for word against the statute text, and the process passed the BPMN/DMN schemas, bpmnlint and a Petri-net soundness check. Information, not legal advice.// **Governing law:** [[https://law.lis.virginia.gov/vacode/13.1-1011/|Va. Code Ann. § 13.1-1011]] — Articles of organization ===== Process map ===== Someone wants to start a business, here as a limited liability company Only the LLC filing path is modelled step by step (articles of organization under § 13.1-1011). The other filed structures do not all follow it: a limited partnership is formed when the Commission files its certificate and admits it to record (§ 50-73.11 C, § 50-73.17 A.5), with no certificate issued; a partnership becomes an LLP when its statement of registration is filed, and the Commission must register any partnership that submits a completed statement with the fee (§ 50-73.132 A, B). Only corporations follow a certificate-issuance pattern like the LLC's (§§ 13.1-621, 13.1-820, not printed here). Their content and compliance checks are not modelled. State formation is only half of starting a business: most Virginia localities also require a local business licence (BPOL) under their own ordinances, authorised by Va. Code § 58.1-3700 et seq. Fee caps by population are in § 58.1-3703 A; the licence itself and its tax rates come from the local ordinance, which is scored separately. § 59.1-69 applies to any 'person' (§ 1-230), so it reaches entities trading under a name other than their own, not just sole proprietors. The certificate's contents (§ 59.1-70 A) are cited, not checked step by step. The local licence is one step (local_license), issued by the commissioner of the revenue (§ 59.1-74 B; see also § 58.1-3703 E) for the fee the locality's governing body may charge (§ 58.1-3703 A). It is reached by either of two exclusive paths that rejoin: directly after the certificate is recorded, or, for a company trading under an assumed name, only after the certificate of assumed name is filed and evidence of the filing given to the commissioner of the revenue (§ 59.1-74 B). The evidence is modelled only where the locality requires a licence, since the statute makes it a precondition of the licence and requires it nowhere else; a trade-name company in a locality without a licence ends at llc_exists after filing its certificate. The choice after recordation is not mutually exclusive: a company with an assumed name in a locality that requires a licence satisfies both uses_assumed_name and locality_requires_license. The model is correct only if the exclusive gateway evaluates its branches in the order written (uses_assumed_name first), as BPMN engines that follow document order do; an engine that picked the direct licence branch would issue the licence without the assumed-name filing that § 59.1-74 B requires first. The flow conditions take one variable per step, so the direct branch cannot be guarded by 'not uses_assumed_name' without also blocking the trade-name branch, which reaches the same step. The second locality_requires_license gateway after the evidence is always true there. On every path the LLC already exists from issuance (§ 13.1-1004 B). The nonstock corporation sections printed (§ 13.1-815.1, § 13.1-816) are the versions 'effective until January 1, 2027'; the replacement versions were not in the corpus and should be checked after that date. Nonstock status is a state corporate form, not tax exemption; federal 501(c) status is outside the Code of Virginia and not modelled. Professionals are not required to use a professional entity: §§ 13.1-542.1 and 13.1-1101.1 also allow ordinary corporations and LLCs unless other law or regulation prohibits it. Architects, engineers and land surveyors have extra ownership rules (§ 13.1-549, § 13.1-1111). Professional entities do not shield a professional's own professional liability (see §§ 13.1-547 and 13.1-1109, not printed here). A limited partner who participates in control of the business can lose the shield toward people who reasonably believe he is a general partner (§ 50-73.24 A); not modelled. Annual registration fees and continuation reports (e.g. § 13.1-1062 for LLCs, $50 LLP annual continuation report in § 50-73.83 F.2) are not modelled. A delayed effective date for the certificate (subsection D of § 13.1-1004) is not modelled. start deliver_articles collect_fee review_articles issue_certificate record_certificate file_assumed_name llc_exists llc_licensed llc_exists_join review_articles_gw review_articles_not_issue_certificate record_certificate_gw file_assumed_name_gw give_filing_evidence local_license local_license_join give_filing_evidence_gw give_filing_evidence_not_local_license Code of Virginia § 13.1-1010: “One or more persons may act as organizers of a limited liability company” One or more persons may act as organizers of a limited liability company sf3 Code of Virginia § 13.1-1010: “signing and delivering articles of organization to the Commission for filing” signing and delivering articles of organization to the Commission for filing sf3 sf4 Code of Virginia § 13.1-1005(1): “For filing any one of the following, the fee shall be $100” For filing any one of the following, the fee shall be $100 sf4 sf5 Code of Virginia § 13.1-1011(D): “If the Commission finds that the articles of organization comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of organization.” If the Commission finds that the articles of organization comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of organization. articles_comply sf5 sf7 Code of Virginia § 13.1-1004(A): “the Commission shall by order issue the certificate if it finds that the document complies with the provisions of this chapter and that all required fees have been paid” the Commission shall by order issue the certificate if it finds that the document complies with the provisions of this chapter and that all required fees have been paid sf8 sf9 Code of Virginia § 13.1-1004(A): “The Commission shall admit any such certificate to record in its office.” The Commission shall admit any such certificate to record in its office. sf9 sf10 Code of Virginia § 59.1-69(B): “No person shall conduct or transact business in the Commonwealth under any assumed or fictitious name unless such person files in the office of the clerk of the Commission a certificate of assumed or fictitious name.” No person shall conduct or transact business in the Commonwealth under any assumed or fictitious name unless such person files in the office of the clerk of the Commission a certificate of assumed or fictitious name. sf11 sf14 Code of Virginia § 59.1-74(B): “evidence of the filing has been provided to the commissioner of the revenue by the person conducting business under the assumed or fictitious name” evidence of the filing has been provided to the commissioner of the revenue by the person conducting business under the assumed or fictitious name sf15 sf18 Code of Virginia § 59.1-74(B): “No license shall be issued by a commissioner of the revenue until a certificate of assumed or fictitious name has been made and filed” No license shall be issued by a commissioner of the revenue until a certificate of assumed or fictitious name has been made and filed sf1 sf20 Code of Virginia § 13.1-1004(B): “The existence of a limited liability company or a protected series shall begin at the time the Commission issues a certificate of organization” The existence of a limited liability company or a protected series shall begin at the time the Commission issues a certificate of organization sf2 Code of Virginia § 58.1-3703(A): “The governing body of any county, city or town may charge a fee for issuing a license” The governing body of any county, city or town may charge a fee for issuing a license sf20 sf12 sf19 sf1 sf13 sf16 sf2 sf7 sf8 sf6 sf6 sf10 sf11 sf12 sf13 sf14 sf15 sf16 sf18 sf19 sf17 sf17 articles_ok uses_assumed_name locality_requires_license locality_requires_license locality_requires_license ===== Steps and the words they come from ===== - **Sign and deliver articles of organization** — Organizer (founder) · //permission// (§ 13.1-1010) \\ “//signing and delivering articles of organization to the Commission for filing//” - **Collect the $100 filing fee** — State Corporation Commission · //obligation// (§ 13.1-1005(1)) \\ “//For filing any one of the following, the fee shall be $100//” - **Check articles and fees** — State Corporation Commission · //obligation// (§ 13.1-1011(D)) \\ “//If the Commission finds that the articles of organization comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of organization.//” - **Issue certificate of organization** — State Corporation Commission · //obligation// (§ 13.1-1004(A)) \\ “//the Commission shall by order issue the certificate if it finds that the document complies with the provisions of this chapter and that all required fees have been paid//” - **Admit certificate to record** — State Corporation Commission · //obligation// (§ 13.1-1004(A)) \\ “//The Commission shall admit any such certificate to record in its office.//” - **Company files certificate of assumed name** — Limited liability company, through an authorized representative · //obligation// (§ 59.1-69(B)) \\ “//No person shall conduct or transact business in the Commonwealth under any assumed or fictitious name unless such person files in the office of the clerk of the Commission a certificate of assumed or fictitious name.//” - **Give commissioner evidence of the filing** — Limited liability company, through an authorized representative (§ 59.1-74(B)) \\ “//evidence of the filing has been provided to the commissioner of the revenue by the person conducting business under the assumed or fictitious name//” - **Issue local business licence** — Commissioner of the revenue · //permission// (§ 59.1-74(B)) \\ “//No license shall be issued by a commissioner of the revenue until a certificate of assumed or fictitious name has been made and filed//” ===== Do the articles of organization comply? ===== Decision table (DMN), hit policy FIRST. ^ Name meets § 13.1-1012 ^ Registered office address, city or county, and an eligible registered agent stated (§ 13.1-1011 A.2) ^ Principal office address given ^ Required fees paid ^ → Articles comply ^ Source ^ | false | - | - | - | false | § 13.1-1011(A)(1) | | - | false | - | - | false | § 13.1-1011(A)(2) | | - | - | false | - | false | § 13.1-1011(A)(3) | | - | - | - | false | false | § 13.1-1011(D) | | true | true | true | true | true | § 13.1-1011(D) | ===== Which business structure fits, and what must be filed with the state? ===== Decision table (DMN), hit policy FIRST. ^ Organized for a nonprofit or charitable purpose ^ Owners render a licensed professional service ^ Number of owners ^ Owners want protection from the business's debts ^ Plans to sell shares to outside investors ^ Some co-owners will be passive investors only ^ → Business structure ^ → What is filed, and where ^ → State filing fee ^ Source ^ | true | - | - | - | - | - | Nonstock corporation | Articles of incorporation, filed with the State Corporation Commission | $50 charter fee (§ 13.1-815.1) plus $25 for filing articles of incorporation (§ 13.1-816) | § 13.1-818 | | false | true | - | true | - | - | Professional corporation (stock, Chapter 9, or nonstock, Chapter 10 of Title 13.1) or professional limited liability company (Chapter 13 of Title 13.1); a professional corporation needs all owners licensed or authorized to render the same professional service, at least one in Virginia (§ 13.1-544 A; architects, engineers and land surveyors: § 13.1-549) | Articles of incorporation (professional corporation) or articles of organization (professional LLC), filed with the State Corporation Commission | Stock professional corporation: see § 13.1-615.1 (charter fee) plus $25 (§ 13.1-616); nonstock professional corporation: $50 charter fee (§ 13.1-815.1) plus $25 (§ 13.1-816); professional LLC: $100 (§ 13.1-1005) | § 13.1-544(A) | | false | - | - | true | true | - | Stock corporation | Articles of incorporation, filed with the State Corporation Commission | See § 13.1-615.1 (charter fee: $50 for each 25,000 authorized shares or fraction thereof, $2,500 above 1,000,000 shares) plus $25 (§ 13.1-616) | § 13.1-618 | | false | - | %%>%%= 2 | true | - | true | Limited partnership (limited partners are shielded; the general partner stays personally liable) | Certificate of limited partnership, filed with the State Corporation Commission | $100 | § 50-73.11(A) | | false | - | - | true | - | - | Limited liability company | Articles of organization, filed with the State Corporation Commission | $100 | § 13.1-1010 | | false | - | 1 | false | - | - | Sole proprietorship | No formation filing; a certificate of assumed or fictitious name must be filed in the office of the clerk of the State Corporation Commission before trading under any name other than the owner's own | None to form; $10 for a certificate of assumed or fictitious name if trading under another name (§ 59.1-70 C) | § 59.1-69(B) | | false | - | %%>%%= 2 | false | - | - | General partnership | No formation filing: two or more co-owners carrying on a business for profit form a partnership. A partnership trading under an assumed name must file a certificate of assumed or fictitious name with the clerk of the State Corporation Commission. Optionally, the partnership may file a statement of registration as a registered limited liability partnership with the State Corporation Commission, approved by the partners (all partners unless the partnership agreement provides otherwise, § 50-73.132 C) and signed by at least two partners (§ 50-73.83 C) | None to form; $10 for a certificate of assumed or fictitious name if trading under another name (§ 59.1-70 C); $100 for an optional LLP statement of registration (§ 50-73.83 F.1) | § 50-73.88(A) | ===== What the text leaves open ===== * Only the LLC filing path is modelled step by step (articles of organization under § 13.1-1011). The other filed structures do not all follow it: a limited partnership is formed when the Commission files its certificate and admits it to record (§ 50-73.11 C, § 50-73.17 A.5), with no certificate issued; a partnership becomes an LLP when its statement of registration is filed, and the Commission must register any partnership that submits a completed statement with the fee (§ 50-73.132 A, B). Only corporations follow a certificate-issuance pattern like the LLC's (§§ 13.1-621, 13.1-820, not printed here). Their content and compliance checks are not modelled. * State formation is only half of starting a business: most Virginia localities also require a local business licence (BPOL) under their own ordinances, authorised by Va. Code § 58.1-3700 et seq. Fee caps by population are in § 58.1-3703 A; the licence itself and its tax rates come from the local ordinance, which is scored separately. * § 59.1-69 applies to any 'person' (§ 1-230), so it reaches entities trading under a name other than their own, not just sole proprietors. The certificate's contents (§ 59.1-70 A) are cited, not checked step by step. * The local licence is one step (local_license), issued by the commissioner of the revenue (§ 59.1-74 B; see also § 58.1-3703 E) for the fee the locality's governing body may charge (§ 58.1-3703 A). It is reached by either of two exclusive paths that rejoin: directly after the certificate is recorded, or, for a company trading under an assumed name, only after the certificate of assumed name is filed and evidence of the filing given to the commissioner of the revenue (§ 59.1-74 B). The evidence is modelled only where the locality requires a licence, since the statute makes it a precondition of the licence and requires it nowhere else; a trade-name company in a locality without a licence ends at llc_exists after filing its certificate. The choice after recordation is not mutually exclusive: a company with an assumed name in a locality that requires a licence satisfies both uses_assumed_name and locality_requires_license. The model is correct only if the exclusive gateway evaluates its branches in the order written (uses_assumed_name first), as BPMN engines that follow document order do; an engine that picked the direct licence branch would issue the licence without the assumed-name filing that § 59.1-74 B requires first. The flow conditions take one variable per step, so the direct branch cannot be guarded by 'not uses_assumed_name' without also blocking the trade-name branch, which reaches the same step. The second locality_requires_license gateway after the evidence is always true there. On every path the LLC already exists from issuance (§ 13.1-1004 B). * The nonstock corporation sections printed (§ 13.1-815.1, § 13.1-816) are the versions 'effective until January 1, 2027'; the replacement versions were not in the corpus and should be checked after that date. * Nonstock status is a state corporate form, not tax exemption; federal 501%%(c)%% status is outside the Code of Virginia and not modelled. * Professionals are not required to use a professional entity: §§ 13.1-542.1 and 13.1-1101.1 also allow ordinary corporations and LLCs unless other law or regulation prohibits it. Architects, engineers and land surveyors have extra ownership rules (§ 13.1-549, § 13.1-1111). Professional entities do not shield a professional's own professional liability (see §§ 13.1-547 and 13.1-1109, not printed here). * A limited partner who participates in control of the business can lose the shield toward people who reasonably believe he is a general partner (§ 50-73.24 A); not modelled. * Annual registration fees and continuation reports (e.g. § 13.1-1062 for LLCs, $50 LLP annual continuation report in § 50-73.83 F.2) are not modelled. * A delayed effective date for the certificate (subsection D of § 13.1-1004) is not modelled. ===== Court decisions citing this law ===== //Found with [[https://www.courtlistener.com|CourtListener]] (Free Law Project): opinions in the state's appellate courts whose text cites these sections. Listed for research; not every citing case construes the section.// * [[https://www.courtlistener.com/opinion/1059215/cf-trust-inc-v-first-flight-ltd-partnership/|C.F. Trust, Inc. v. First Flight Ltd. Partnership]] (Supreme Court of Virginia, 2003, 580 S.E.2d 806; 266 Va. 3; 2 A.L.R. 6th 719; 2003 Va. LEXIS 61) — cites § 50-73.24 * [[https://www.courtlistener.com/opinion/1417110/bain-v-phillips/|Bain v. Phillips]] (Supreme Court of Virginia, 1976, 217 Va. 387; 228 S.E.2d 576; 1976 Va. LEXIS 293) — cites § 59.1-69 * [[https://www.courtlistener.com/opinion/1058361/city-of-lynchburg-v-english-const/|City of Lynchburg v. ENGLISH CONST.]] (Supreme Court of Virginia, 2009, 675 S.E.2d 197; 277 Va. 574; 2009 Va. LEXIS 46) — cites § 58.1-3703 * [[https://www.courtlistener.com/opinion/1395358/sloan-v-thornton/|Sloan v. Thornton]] (Supreme Court of Virginia, 1995, 457 S.E.2d 60; 249 Va. 492; 1995 Va. LEXIS 65) — cites § 50-73.11 * [[https://www.courtlistener.com/opinion/1395358/sloan-v-thornton/|Sloan v. Thornton]] (Supreme Court of Virginia, 1995, 457 S.E.2d 60; 249 Va. 492; 1995 Va. LEXIS 65) — cites § 50-73.24 * [[https://www.courtlistener.com/opinion/1060209/hampton-nissan-ltd-partnership-v-city-of-hampton/|Hampton Nissan Ltd. Partnership v. City of Hampton]] (Supreme Court of Virginia, 1996, 466 S.E.2d 95; 251 Va. 100; 1996 Va. LEXIS 13) — cites § 58.1-3703 * [[https://www.courtlistener.com/opinion/1058078/ford-motor-credit-v-chesterfield-county/|Ford Motor Credit v. Chesterfield County]] (Supreme Court of Virginia, 2011, 707 S.E.2d 311; 281 Va. 321; 2011 Va. LEXIS 52) — cites § 58.1-3703 * [[https://www.courtlistener.com/opinion/1248183/county-of-chesterfield-v-bbc-brown-boveri-inc/|County of Chesterfield v. BBC Brown Boveri, Inc.]] (Supreme Court of Virginia, 1989, 380 S.E.2d 890; 238 Va. 64; 5 Va. Law Rep. 2764; 1989 Va. LEXIS 106) — cites § 58.1-3703 * [[https://www.courtlistener.com/opinion/4421307/dulles-duty-free-llc-v-cnty-of-loudoun/|Dulles Duty Free, LLC v. Cnty. of Loudoun]] (Supreme Court of Virginia, 2017, 803 S.E.2d 54; 294 Va. 9; 2017 Va. LEXIS 106; 2017 WL 3599846) — cites § 58.1-3703 * [[https://www.courtlistener.com/opinion/1312856/chesterfield-cablevision-inc-v-county-of-chesterfield/|Chesterfield Cablevision, Inc. v. County of Chesterfield]] (Supreme Court of Virginia, 1991, 401 S.E.2d 678; 241 Va. 252; 7 Va. Law Rep. 1666; 1991 Va. LEXIS 33) — cites § 58.1-3703 * [[https://www.courtlistener.com/opinion/1416873/in-re-change-of-name-of-miller/|In Re Change of Name of Miller]] (Supreme Court of Virginia, 1978, 243 S.E.2d 464; 218 Va. 939; 1978 Va. LEXIS 250) — cites § 59.1-69 * [[https://www.courtlistener.com/opinion/9451163/mary-pat-martin-v-ryan-s-lafountain-commissioner-of-revenue-for-the-city/|Mary Pat Martin v. Ryan S. Lafountain, Commissioner of Revenue for the City of Roanoke]] (Court of Appeals of Virginia, 2023) — cites § 58.1-3703 * [[https://www.courtlistener.com/opinion/2767477/nielsen-co-v-board-of-arlington-county/|Nielsen Co. v. Board of Arlington County]] (Supreme Court of Virginia, 2015) — cites § 58.1-3703 * [[https://www.courtlistener.com/opinion/1058935/southern-christian-leadership-v-shannon/|SOUTHERN CHRISTIAN LEADERSHIP v. Shannon]] (Supreme Court of Virginia, 2005, 613 S.E.2d 596; 270 Va. 104; 2005 Va. LEXIS 61) — cites § 59.1-69 * [[https://www.courtlistener.com/opinion/1059564/arlington-county-v-mutual-broadcasting-system-inc/|Arlington County v. Mutual Broadcasting System, Inc.]] (Supreme Court of Virginia, 2000, 260 Va. 434; 536 S.E.2d 707; 28 Media L. Rep. (BNA) 2562; 2000 Va. LEXIS 142) — cites § 58.1-3703 * [[https://www.courtlistener.com/opinion/6930233/brincefield-hartnett-associates-pc-v-newbold/|Brincefield, Hartnett & Associates, P.C. v. Newbold]] (Supreme Court of Virginia, 1993, 245 Va. 74; 9 Va. Law Rep. 754; 425 S.E.2d 503; 1993 Va. LEXIS 12) — cites § 13.1-544 * [[https://www.courtlistener.com/opinion/6929887/delta-air-lines-inc-v-county-board/|Delta Air Lines, Inc. v. County Board]] (Supreme Court of Virginia, 1991, 242 Va. 209; 409 S.E.2d 130; 8 Va. Law Rep. 970; 1991 Va. LEXIS 132) — cites § 58.1-3703 ===== Checks ===== * Quotes checked word for word: 23 (0 not exact) * BPMN / DMN schema errors: 0 / 0; bpmnlint errors: 0 * Petri nets sound: 1 of 1 * Sections used: 13.1-1010, 13.1-1011, 13.1-1005, 13.1-1004, 58.1-3703, 59.1-69, 59.1-70, 59.1-74, 13.1-818, 13.1-815.1, 13.1-816, 13.1-544, 13.1-1103, 13.1-618, 13.1-615.1, 13.1-616, 50-73.11, 50-73.17, 50-73.24, 50-73.88, 50-73.132, 50-73.83 ===== Local answers ===== * [[lexflow:va:charlottesville:business|City of Charlottesville]] ← [[lexflow:va|Virginia]] · [[lexflow:start|lexflow models]]