How do I dissolve a Virginia LLC when closing my restaurant?

To dissolve a Virginia LLC, file Articles of Dissolution with the Virginia State Corporation Commission (SCC) and pay the filing fee. Before filing, settle all outstanding debts, close all business accounts, cancel all licenses and permits, and file final state tax returns with the Virginia Department of Taxation. The SCC processes dissolutions within a few business days of receiving a complete filing.

What are Virginia final paycheck requirements when closing a restaurant?

Virginia requires employers to pay final wages on the next regular payday following the last day of work. Virginia does not require immediate payment upon termination, but all earned wages including accrued vacation if the company policy provides for it must be paid by the next scheduled payday. Virginia's final pay law is enforced by the Department of Labor and Industry.

How do I surrender a Virginia ABC license when closing my restaurant?

Virginia ABC licenses are issued by the Virginia Department of Alcoholic Beverage Control. To surrender a license, submit a written request to the ABC along with the original license. Notify the ABC of the closure date and return any unused license stamps. If selling the restaurant, the ABC license can be transferred to the buyer with ABC approval.

How to Close a Restaurant in Virginia | ABC License & Tax Closing Guide

Virginia has a relatively streamlined regulatory environment for business closures compared to states like New Jersey or California, but there are specific steps that Virginia restaurant owners must complete -- and the Virginia ABC license process has its own timeline that can catch owners off guard. Here is what you need to know.

Virginia ABC License

Restaurant liquor licenses in Virginia are issued by the Virginia Alcoholic Beverage Control Authority (Virginia ABC). When you close, you must notify Virginia ABC and either surrender the license or, if you are selling the business, initiate a license transfer. Virginia mixed beverage restaurant licenses are not freely transferable -- the buyer must apply for a new license. However, the license can add value to a sale by demonstrating the location's eligibility for a license.

If you are simply closing, submit a written notice to Virginia ABC requesting license cancellation. There is no secondary market for Virginia ABC licenses the way there is in New Jersey or California.

Virginia Final Paycheck Law

Virginia requires that final wages be paid on the next regular payday following separation under the Virginia Wage Payment Act. Virginia does not require same-day payment upon discharge. The state does not mandate vacation payout unless your written policy promises it.

Virginia WARN Act

Virginia does not have a state WARN Act. You are subject only to the federal WARN Act (100+ employees, 50+ layoffs within 30 days). The Virginia Employment Commission administers federal WARN Act notifications in Virginia. Most independent restaurants do not trigger the federal threshold.

Virginia Sales Tax

File a final sales tax return with the Virginia Department of Taxation. Virginia's sales tax rate is 5.3% statewide (4.3% state + 1% local). Cancel your sales tax account by filing Form R-3 or through the Virginia Tax online portal. The Department of Taxation may conduct a final review of your account.

Virginia SCC Dissolution

To dissolve a Virginia LLC, file Articles of Cancellation with the Virginia State Corporation Commission (SCC). For a Virginia corporation, file Articles of Dissolution. The SCC filing fee is $25 for LLCs. Virginia does not require a tax clearance certificate before dissolution, but all state tax accounts should be closed before filing.

The Correct Sequence

Notify employees and pay final wages on the next regular payday. File final sales tax return and cancel your sales tax account. Notify Virginia ABC and surrender or transfer the license. File dissolution with the SCC. For the full cost picture, see What Does It Actually Cost to Close a Restaurant. For the lease negotiation, see How to Negotiate a Restaurant Lease Buyout.