Key Takeaways

  • Virginia law does not require an LLC operating agreement to be filed with the state, but having one is highly recommended to outline ownership, management, and operational rules.
  • Your LLC name must meet Virginia’s naming requirements and be distinguishable from other registered businesses.
  • Articles of Organization (Form LLC-1011) must be filed with the Virginia State Corporation Commission to form your LLC.
  • A registered agent with a Virginia physical address is required to receive legal and official documents.
  • Tax and regulatory steps may include obtaining an EIN, registering for state taxes, and securing applicable business licenses.
  • A Virginia LLC operating agreement should address ownership percentages, profit distribution, decision-making procedures, and dissolution terms.
  • For single-member LLCs, an operating agreement is still important for liability protection and clarifying business procedures.

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. 

Why a Virginia LLC Operating Agreement Matters

While Virginia law doesn’t mandate an LLC operating agreement, having one offers several advantages:

  1. Legal Protection – Helps demonstrate the LLC is a separate legal entity, protecting members’ personal assets.
  2. Clarifies Roles and Expectations – Reduces disputes by clearly stating each member’s responsibilities and rights.
  3. Operational Consistency – Provides a set of rules for daily management and long-term planning.
  4. Flexibility – Allows members to set their own governance and financial rules rather than relying solely on default state laws.
  5. Credibility with Banks and Investors – Lenders, investors, and even some clients may request to see the agreement before doing business with the LLC.

For single-member LLCs, an operating agreement reinforces liability protection and outlines succession planning should the owner be unable to run the business.

Key Provisions to Include in a Virginia LLC Operating Agreement

Even though a Virginia LLC operating agreement is an internal document and not filed with the state, it should be comprehensive to prevent misunderstandings and protect your business. Common provisions include:

  • Ownership Structure – Percentage of ownership for each member and how ownership changes can occur.
  • Capital Contributions – The amount each member contributes initially and how additional contributions will be handled.
  • Management Structure – Whether the LLC is member-managed or manager-managed, and the powers and duties of managers.
  • Voting Rights and Decision-Making – How votes are allocated (per capita or proportional to ownership) and the process for making major decisions.
  • Profit and Loss Allocation – How profits and losses are divided among members.
  • Distributions – Rules for when and how members receive profit distributions.
  • Membership Changes – Procedures for adding or removing members, including buyout terms.
  • Record-Keeping – Requirements for maintaining and accessing company records.
  • Dissolution and Winding Up – Steps for closing the LLC, distributing assets, and handling outstanding debts.

Even for single-member LLCs, having these provisions documented helps maintain the LLC’s liability shield by showing separation between personal and business affairs.

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.

Maintaining Compliance After Forming Your Virginia LLC

After forming your LLC and drafting your operating agreement, ongoing compliance is crucial:

  • Annual Registration Fee – Virginia LLCs must pay a $50 annual registration fee to the State Corporation Commission by the last day of the LLC’s anniversary month.
  • Registered Agent Updates – Keep your registered agent information current.
  • Business Licenses and Permits – Renew any required local or state licenses annually.
  • Tax Filings – File federal and state returns as applicable, including self-employment taxes if members receive income.
  • Record Updates – Maintain accurate internal records, including meeting notes and changes to the operating agreement.

Failing to meet these obligations can lead to administrative dissolution of your LLC, resulting in loss of liability protection.

Frequently Asked Questions

1. Is a Virginia LLC operating agreement legally required?

No, Virginia law does not require you to have one, but it’s strongly recommended to protect your LLC’s legal and operational framework.

2. Do single-member LLCs in Virginia need an operating agreement?

Yes, even single-member LLCs benefit from having an agreement to preserve liability protection and establish business continuity plans.

3. Can I change my Virginia LLC operating agreement later?

Yes, members can amend the agreement at any time, as long as the changes follow the amendment procedure stated in the current agreement.

4. Do I need to notarize my Virginia LLC operating agreement?

Notarization is not legally required, but it can add an extra layer of authenticity and help avoid disputes.

5. Where should I keep my Virginia LLC operating agreement?

Store it with your company’s important records in a safe place, and provide copies to all members and managers.

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