The Virginia LLC operating agreement is a legal document that creates a member managed company, whereas the members collectively set forth the rules and regulations, among other things, and abide by them. The State of Virginia does not require that a company implements this document. It is, however, very highly recommended. With no State requirement, there are also no specifics with regard to what should be included. Therefore, it is very important that the document is well written in the event that there are any issues between members or even lawsuits against the company.
These documents will include topics, such as, what duties and responsibilities of management will be in place, the amounts of member capital contributions, and profit and loss allocations, to name a few. Having an LLC operating agreement in place will place the business and the members in separation of one another, protecting the member’s financials and/or private assets in the event that litigation should arise or even in the event of failure or bankruptcy of the business.
Table of Contents
Multi-Member – This document would be used in the event that there would be more than one contributing member in the company.
Single-Member – This would be the document to select to create a proper LLC if the business has only one owner/manager.
All LLC filers are advised to in the State Corporation Commission’s database prior to registration, thus ensuring that the name hasn’t already been taken by another company or reserved for future use. Note: a business search is only possible after a has been created.
Step 1 – Nominate a Registered Agent
The Virginia State Corporation Commission demands that each LLC elects a Registered Agent for the purpose of forwarding government correspondence and legal notices to the company.
In Virginia, the Registered Agent may be either of the following:
- Member or manager of the LLC who resides in the State
- Member of the Virginia State Bar who also resides in the State
- Qualified business with the authority to transact business in the State
Step 2 – Select LLC Type
Choose the link below which matches your LLC type and complete the corresponding application:
- Domestic LLC – Form a new business
- *Foreign LLC – Expand an existing business, formed out-of-state
*Foreign applications must include a certified or authenticated copy of the initial formation articles dated within the past twelve (12) months, complete with any applicable amendments and corrections. See of the Code of Virginia for more information.
Step 3 – Pay the Filing Fee
Supply the $100 processing fee to complete the filing procedure. A credit card is necessary when providing payment online. If filing a paper application, enclose a check made out to the ‘State Corporation Commission’ and send all articles to the following address:
Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197
Step 4 – Operating Agreement
An LLC operating agreement may be used by the managing member(s) to define the rules and regulations which will govern the overall operating structure of the company (i.e. member duties, general meeting times, etc.). This is strictly an internal document as there is no statute dictating that such an agreement must be drafted and filed with the State Corporation Commission.
Step 5 – Employer Identification Number (EIN)
An Employer Identification Number (EIN) should be obtained once your filing is complete with the Virginia State Corporation Commission. This number is used for tax purposes and it will be necessary to obtain if your business plans on opening company bank accounts or paying employees.
- To apply, submit either the or Adobe PDF Form SS-4
Step 1 – Establish the name of the company by placing the name in the first line on the page.
Step 2 – The Agreement – Enter the effective date of the agreement in dd/mm/yyyy format.
- Check the applicable box
- Enter all required information
- Single-Member – Enter the name of the company, the state of residence, the owner’s name and business address
- Multi-Member – Enter each member’s full name and complete address
Step 3 – Name and Principal Place of Business – Enter the following:
- The registered company name
- The business address
- The city of the company’s location
Review all remaining information, provide any required information in the lines provided, and submit the following:
- The date of the company’s formation (dd/mm/yy)
- Review the titles:
Member Capitol Contributions –
- Check the box that applies
- Single-Members – Read the information provided
- Multi-Members – Enter all of the members’ names and contribution amounts (minimum of $100.00)
- Check the appropriate box
- Single-Members – Read the information
- Multi-Members – Submit all names and Percentage Interest for each member
- Members, review the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Review all information
Continue by reviewing all of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review the information provided
- Multi-Members – Read the information
- Enter the agreed upon limits in each of the lines in the paragraph
Step 5 – Titled Sections – Check the box, if applicable – Read the following:
- Meetings of Members – Enter a member meeting date
- Assignment of Interests
- Ownership of Company Property – For Sole Proprietors
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the applicable box and review all of the information
- Representations of Members
- Certificates Evidencing Membership – Multi-Member – Submit the company name and an effective date in dd/mm/yyyy format
- Indemnification – Owners/Sole Proprietors
Step 6 – Signatures –
- Enter the date of execution of the document
- Apply the signature of a company representative (required)
- Members must apply their respective signatures
Once the document is complete, the members must be provided with individual copies for their records.