Virginia LLC Operating Agreement Template [PDF]

Learn the best ways to optimize your business operations by creating a Virginia operating agreement using our professionally drafted template.

Last update: 13 Feb 2024

Virginia LLC Operating Agreement Template [PDF]

The Virginia limited liability company (LLC) operating agreement is a legal document that outlines the rules for the management of the company and records the ownership rights and responsibilities of each member of the LLC.

The LLC operating agreement, or business operating agreement, enables parties to define their relationship according to their specific needs as long as the provisions in the document are not in collision with federal and state laws and regulations.

Is an Operating Agreement Required in Virginia?

No, the operating agreement is not a required document for the LLC registration in Virginia. The main reason parties still choose to draft the operating agreement when forming LLCs is that it outlines all the business operations of the company and optimizes the business. 

In the long run, this can eliminate significant expenses for the company.

4 Main Types of Operating Agreements

In Virginia, there are four main types of operating agreements the parties can choose from when establishing an LLC:

Variety of Operating Agreements

  • Single-member LLC operating agreement: Here, there is only one member to the LLC, and this type of operating agreement only provides how the company will be operated without regulating the relationship between the members.

  • Multi-member LLC operating agreement: Used when there are two or more members in the LLC to regulate their mutual relationship.

  • Member-managed LLC operating agreement: This type of document is used in companies where the members personally manage the company.

  • Manager-managed LLC operating agreement: Used to outline the rights and duties of a professional manager to whom the members have delegated their decision-making authority.

Laws and Legal Requirements for LLC Operating Agreements in Virginia

Title 13.1, Chapter 12 of the Code of Virginia, also called the Virginia Limited Liability Company Act, is a document that outlines the status of LLCs in Virginia.

Furthermore, § 13.1-1023 regulates the status of operating agreements in Virginia, in particular their authority, enforcement, adoption, and amendment. 

§ 13.1-1002 provides a definition of the operating agreement as follows:

“‘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.”

How to Form a Limited Liability Company (LLC) in Virginia

The easiest way to form a limited liability company in Virginia is by following the steps below. 

#1. Choose a Business Name For Your LLC

Before filing your business registration, you should choose a business name for your company that will be distinguishable from other business names registered in Virginia. Failing to do so can result in your application being rejected. 

Therefore, you should conduct a business name search before choosing the name you want to register as your business name.

#2. Choose the Type of LLC

Here, you can choose between two main types of LLCs:

Types of LLCs

  • Domestic LLC: Used for companies that are both established and registered in Virginia.

  • Foreign LLC: Used for companies that are established outside Virginia but are also registered in Virginia.

#3. Nominate an Agent

The agent is a person who will be in charge of receiving official notifications and documents on behalf of your LLC. This can be someone from your company or a third party that provides these kinds of services.

The main requirement for the agent is to be an individual with a registered address in Virginia or an entity with the authority to operate in Virginia.

#4. File the Formation Documents

Domestic LLCs must submit the Articles of Organization. You can file this document online or fill out the Form LLC1011.

Foreign LLCs must submit the Application for Certificate of Registration to Transact Business in Virginia. You can also file this document online or fill out the Form LLC1052.

Foreign LLCs should also submit the formation articles from the initial state of establishment. The document must not be older than 12 months.

#5. Pay the Required Fee

The filing fee is $100. If you are applying online, you can pay using your credit or debit card.

If you are applying via mail, you should write a check and send it to the following address:

Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197

#6. Create your LLC Operating Agreement

Here, you should draft the operating agreement and provide rules on how the company will be operated.

#7. Apply For an Employer Identification Number (EIN)

This number will enable you to open a bank account and hire employees. You can obtain it online or by filling out Form SS-4.

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