What Is a Virginia LLC Operating Agreement?
A Virginia LLC operating agreement is a document that allows members to set rules for how a limited liability company will operate and prevent future disputes (VA Code § 13.1-1023). It explains important details such as:
- Who owns the business
- How it is managed
- How profits and losses are shared among members
In Virginia, operating agreements are authorized under the Virginia Limited Liability Company Act. It is an internal business document that is kept with the company’s records.
Unlike the articles of organization, it does not need to be filed with the Virginia State Corporation Commission. Under VA Code § 13.1-1023, an operating agreement may be written, oral, or implied. However, most businesses choose a written agreement so the rules for running the company are easily understood by all.
Is an Operating Agreement Required for an LLC in Virginia?
No. It is not required. However, it is still highly recommended that you keep one to set clear expectations for LLC members. An operating agreement can help your company:
- Clarify who manages the business and how decisions are made
- Reduce the risk of disagreement between members
- Help protect members’ personal assets from business liabilities
- Allow members to create rules that fit their specific needs, such as voting procedures and how profits are distributed
If you do not have an operating agreement in place, your LLC will follow default rules under the Virginia Limited Liability Company Act.
An operating agreement is an internal document and does not need to be filed. However, forming the LLC requires filing Articles of Organization, which have a $100 filing fee with the Virginia State Corporation Commission.
Sample Virginia LLC Operating Agreement
Below is a sample Virginia LLC operating agreement template that shows you the information and details the document typically includes. Once you’re ready, use Legal Templates’s guided questionnaire to create your own and download it as a PDF or Word file.
