A Virginia LLC operating agreement serves as a legal contract between the members of an LLC. Your operating agreement determines internal business operations in a way that satisfies all business owners.
Your operating agreement will confirm what would happen if someone wants to leave the company and how individual members will share profit. What’s more, it provides guidelines for resolving financial disputes. In addition, it can help you decide what to do if one of your LLC members dies.
Learn how to form an LLC in Virginia and download an LLC operating agreement template.
Is an LLC Operating Agreement Required in Virginia?
The state of Virginia does not require an LLC operating agreement. However, it is highly recommended that those forming an LLC create an operating agreement so the intentions, governing language and processes for that LLC to engage in activities are outlined.
Virginia Operating Agreement Laws
Code of Virginia 13.1-1023 defines how you should write your LLC operating agreement. Establishing an LLC in Virginia may seem complex unless you hire a lawyer to help you. However, you also can refer to these Virginia codes along with using an operating agreement template to simplify the process.
How Much Does it Cost to Form an LLC in Virginia?
The state charges a $100 filing fee to form a Virginia LLC Agreement. This does not include registering your business name, which costs $10 as of 2022. The State Corporation Commission offers extensive fee information based on your business startup and operational needs.
How to Form an LLC in Virginia?
Forming an LLC in Virginia requires you to follow the below steps:
Step 1 – Find a Unique Company Name
The State of Virginia website provides a name search function. This will ensure that you choose a name for your LLC that no one else already has. Identifying a domain that matches a potential business name is also necessary.
Choosing a domain name that matches as close as possible to your company name will help you establish a uniform corporate identity. This matters when preparing all your promotional literature and building trust among your staff and within the community.
Step 2 – Confirm Potential Names Meet Requirements
Adhere to these Virginia state guidelines when choosing a business name:
- Add ‘LLC’ to your name. According to Virginia state guidelines, your company name must include LLC, L.L.C., or the words ‘limited liability corporation’ in your business name.
- Do not imitate government agencies. For instance, your LLC name may not include words such as Treasury, FBI, State Department, or any other word that may mistake your entity for a federal, state or local organization.
- Follow professional naming guidelines. For instance, additional legislation applies to forming an LLC as a banking company, a doctor’s office, a law firm, or an educational institution.
- Do not copy another name. Your name must not resemble too closely to another entity that already exists and operates. This also applies to logo graphics and initials associated with popular businesses.
Step 3 – Register Your Chosen Name
You will need to register your chosen business name to reserve it until you have set up your LLC. This ensures no one claims it before you do. The state of Virginia charges $10 for name registrations.
Step 4 – Register Your Business
Make sure you follow these guidelines when registering your LLC name in Virginia. It includes extensive instructions concerning what words, marks, and letters you can use in it. The state also provides input concerning how to make sure your name stands out from other companies within the same instructions used to help you register your business.
Step 5 – Set Up a Legal Business Address
Make sure you have a legal business address. It must represent a physical location, and you cannot use a P.O. Box as your legal business address.
What counts as a legal business address?
Any address you could find on a map when searching for it usually counts as a legal business address. Proxy addresses may count as long as you follow the rules concerning setting up a registered agent.
What if I don’t have a physical business?
If you don’t have a physical business and don’t want to give away your home address, you can use a ‘registered agent.’ For example, a business partner who volunteers to reveal their personal or business address in your filed LLC forms may qualify.
The person you choose as your registered agent does not have to be one of your LLC members. Any person providing their commercial or residential address to you qualifies as your registered agent, and their location becomes your legal business address.
Step 6 – File Your LLC Formation Papers
Make sure you have the following information handy when you fill out your Virginia LLC formation papers:
- A physical business address (no P.O. Box)
- Names of your LLC members
- Your official name and primary place of business
- Effective LLC formation date
- Your employer identification number (EIN)
- Organizer signature
- Indication of the primary industry
Look for information about how to file online or by mail at the SCC website. Having all the required information handy speeds up the process. You also need to find your appropriate industry code if applicable.
Virginia LLC Operating Agreement Template
Review this sample Virginia LLC operating agreement form to help you with the business formation process:
