An LLC Operating Agreement Virginia refers to a legal document that establishes a business managed by members in the state of Virginia. The members of the business outline their rules in this document and must then operate according to these rules. 

Naming Your LLC

According to Virginia law, it is necessary that the name of any LLC include the phrase "Limited Liability Company" or "Limited Company." Alternatively, the name can include the following abbreviations: 

  • LLC
  • LC
  • L.C.
  • L.L.C.

The law states that an LLC name must be discernible from all other business names registered with the Office of Clerk in the Virginia State Corporations Commission.

Registering Your Business Name

To ensure that a business name is not already registered, take the following steps before filing:

  1. Register a user account with the Virginia Name Database.
  2. Search the database for businesses with the same name.
  3. To reserve a business name for 120 days, file an Application for Reservation or a Renewal of Reservation with the Commonwealth of Virginia State Corporation Commission. 

All reservations must be done by mail. The cost of filing each reservation is $1.

Articles of Organization

To set up an LLC in Virginia, it is necessary to file Articles of Organization, Form LLC-1011. This is done through the Virginia State Corporations Commission. The following information must be included in these articles:

  • Name and address of LLC
  • Name and address of the responsible third-party (registered agent)

How to File Articles

  • Articles can either be filed by mail or electronically, via the Virginia New Entity Formation website. 
  • It costs $100 to file. 
  • In order to pay online, a credit card is essential.
  • Alternatively, if filing by mail, include a check addressed to the "State Corporation Commission."
  • All articles must be sent to this address: Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197.

Agent for Service of Process

Every Virginia LLC must have an agent for service of process in Virginia. This agent is either a person or business that will take responsibility for legal papers for the LLC if the LLC is sued. A registered agent can be either a company that is permitted to trade in Virginia or one of the following:

  • A resident of the state of Virginia who manages or is a member of the LLC in question
  • A representative or director of an organization that is either a member or manager of the LLC
  • A partner of a general or limited partnership, which must also be an affiliate or manager of the LLC
  • The trustee of a trust that is an affiliate or manager of the LLC
  • A Virginia State Bar official

All registered agents need to be able to show proof of an address in Virginia. 

LLC Operating Agreement Requirements

There is no law that states that an LLC operating agreement must be planned and filed with the State Corporation Commission. Therefore, it is an internal document only. If an operating agreement is drawn up, it is not necessary to submit it with the Articles of Organization. 

Tax & Regulatory Conditions

No requisites exist regarding publication. However, other tax and regulatory conditions might be relevant to your LLC:

  • Once you have registered with the Virginia State Corporation Commission, you should get an Employer Identification Number (EIN). 
  • If there is more than one member in your LLC, an IRS Employer Identification Number (EIN) is necessary. This is a requirement, even if there are no employees. 
  • In the case of an LLC with one member, an EIN is required — but only if the LLC will have employees. An EIN is also required if you choose to have the LLC taxed as a company rather than as a sole proprietorship. A sole proprietorship is excluded from this requirement. 
  • Complete the online application form or the Adobe PDG Form SS-4 to apply. There is no cost to apply. 
  • Whether your LLC requires a state or local business license will depend on the type of business it is and its location. 

Tax Registration

Regarding taxation, you must register with the Virginia Department of Taxation in certain circumstances. For example, you will need to register if your LLC has employees or if you will have products for sale and be accumulating sales tax. Most state tax requirements will allow you to register online through VATAX or on paper. Paper registration usually involves Form R-1.

If you need help with a Virginia LLC Operating Agreement, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.