Generate document
Generate

The Virginia LLC operating agreement is a recommended legal document for those opening a limited liability company. This document allows the member(s) and/or owner(s) to outline responsibilities, identify voting rights, and perform other ownership responsibilities in a multi-member LLC.

From VA Code § 13.1-1002 (2019):

“Operating agreement” means an agreement of the members as to the affairs of a limited liability company and the conduct of its business, or a writing or agreement of a limited liability company with one member that satisfies the requirements of subdivision A 2 of § 13.1-1023.

Virginia Operating Agreement Law

Per Sec. 13.1-1023 of the Code of Virginia:

A. Authority.
1. The members of a limited liability company may enter into any operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members. A limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business to the extent that such provisions are not inconsistent with the laws of the Commonwealth or the articles of organization. An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth in the operating agreement.
2. If a limited liability company has only one member, an operating agreement shall be deemed to include:
a. Any writing signed by the member, without regard to whether the writing constitutes an agreement, that relates to the affairs of the limited liability company and the conduct of its business.
b. Any agreement, regardless of whether the agreement is in writing, between the member and the limited liability company, that relates to the affairs of the limited liability company and the conduct of its business, provided that the limited liability company has a manager that is a person other than the member.
B. Adoption and amendment.
1. An operating agreement must initially be agreed to by all of the members. Unless the articles of organization or a written operating agreement specifically requires otherwise, an operating agreement need not be in writing.
2. If the articles of organization or an operating agreement does not provide for the manner by which an operating agreement may be amended, then all of the members must agree to any amendment of an operating agreement.
3. If the articles of organization or the operating agreement provide for the manner by which an operating agreement may be amended, including by requiring the approval of a person who is not a party to the operating agreement or requiring the satisfaction of conditions, an operating agreement may be amended only in that manner or as otherwise permitted by law; provided that (i) the approval of any person may be waived by that person and (ii) any conditions may be waived by all persons for whose benefit the conditions were intended.
C. Enforcement of operating agreement.
1. A court of equity may enforce an operating agreement by injunction or by such other relief that the court in its discretion determines to be fair and appropriate in the circumstances.
2. As an alternative to injunctive or other equitable relief, when the provisions of § 13.1-1047 are applicable, the court may order dissolution of the limited liability company.

Forming an LLC in Virginia

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To qualify as an LLC, all Virginia LLCs need a unique legally registered business name, which must include one of the following indicators:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company
  • Std. Liability Co.

The name can include restricted words that relate to the business type or profession (university, attorney, bank), as long as a licensed practitioner is part of the LLC.

The name cannot include government agencies such as CIA, FBI, Treasury, etc.

The name also cannot include “inc”, “corp”, or any other business’s abbreviation or title.

To conduct the name search, use the Virginia State Corporation Commission Business Entity Search website.

Step 2: Choose Your Registered Agent

Every Virginia LLC must appoint a registered agent for the purpose of accepting legal documentation like Service of Process as required.

You, another member, or other individual may be elected the registered agent if you/they:

  • Are 18 years or older
  • Are available during business hours (9am – 5pm local time)
  • Are a resident of the state
  • Have a physical (not a P.O. Box) address in Virginia

When using a registered agent service, the agent must be authorized to do business in Virginia.

Step 3: File Your Formation Articles

Domestic (new in-state businesses) LLCs are required to complete Articles of Organization to be recognized by the state. These documents can be filed online or by mail, with online options providing faster turnaround.

Online Filing (Domestic):

  • $100 filing fee
  • Turnaround time: Within 1-3 business days
  • Create an account and submit online

Mailed Filing (Domestic):

  • $100 filing fee
  • Turnaround time: 3-7 business days upon receipt
  • Fill out the form online or after printing and mail to:

State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218-1197

In-Person Filing (Domestic):

  • $100 filing fee
  • Turnaround time: 3-7 business days
  • Fill out the form online or after printing and deliver to:

1300 E. Main St, 1st floor
P.O. Box 1197 Richmond, VA 23219

Foreign (existing businesses expanding to Virginia) LLCs are required to complete an application for a Certificate of Registration to Transact Business in Virginia, along with providing an authenticated copy of the articles of formation from the state where the business was registered. This can only be done by mail or in-person.

Mailed Filing (Foreign):

  • $100 filing fee
  • Turnaround time: 5-10 business days upon receipt
  • Fill out the form online or after printing and mail to:

State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218-1197

In-Person Filing (Foreign):

  • $100 filing fee
  • Turnaround time: 5-10 business days
  • Fill out the form online or after printing and deliver to:

1300 E. Main St, 1st floor
P.O. Box 1197 Richmond, VA 23219

Step 4: Draft a Virginia Operating Agreement

While not required, it is highly recommended to create an operating agreement for Virginia LLCs. This legal documentation is recommended to document capital contributions, organization, voting rights, ownership percentage, responsibilities, profit and loss distribution, and more for multi-member LLCs. It may also be used to provide additional legal liability protection in the case of a lawsuit like settling disputes between multiple directors.

A Virginia operating agreement should be signed by all parties, with each keeping a copy, but does not need to be filed with the state.