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Virginia LLC Operating Agreement Template

A Virginia LLC operating agreement is a document executed by the member(s) of a limited liability company with the intention of outlining the rules and regulations of the entity’s operations. State law does not make it mandatory for LLCs to create such a contract, but it does strengthen the credibility of the company and could help provide guidance through lawsuits or other legal proceedings.

While the structure of an LLC may not be as complex as a corporation, forming this type of entity and operating agreement shouldn’t be taken lightly. It’s advised that the members seek legal counsel to ensure the contract covers the intricacies of the specific business being established. If the LLC has a well-structured operating agreement, it will potentially limit the disputes between members as well as third parties.

Contents

Types (2)

Single-Member LLC Operating Agreement – Designed for limited liability companies consisting of only one (1) member.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – Used when forming a limited liability company of which there are at least two (2) or more members.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File (5 Steps)

Step 1 – Name Company

Before a limited liability company can be registered, the member(s) must create a name for the business.

There are a lot of companies in existence, so performing a business name search to ensure the name is unique might be necessary. This can be accomplished using the State Corporation Commission Name Check Availability search engine.

If the LLC name is available, it can be reserved for one hundred and twenty (120) days by filing the Application for Reservation or Renewal of Reservation of a Business Entity Name (Form SCC631) along with a $10 filing fee with the Corporation Commission at the address below.

State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218-1197

Step 2 – Appoint Registered Agent

All LLCs must have a registered agent on file with the State Corporation Commission as the individual/entity authorized to receive service of process on behalf of the company.

A registered agent can be a member/manager of the LLC or the company can hire a registered agent service to handle these tasks for them.

Whether the registered agent is an individual or a business entity, their physical street address must be in Virginia.

Step 3 – Register Company

After a name has been chosen and a registered agent appointed to the company, the members can have an organizer file the Articles of Organization (or Application for Certificate of Registration if a foreign LLC) with the State Corporation Commission.

Online registration is made possible through the State Corporation Clerk’s Information System (CIS). Users will have to create an account to complete the registration process in this manner.

The Articles of Organization (domestic LLC) and Application for Certificate of Registration (foreign LLC) can also be downloaded as a PDF file, printed, completed by hand, and mailed to the address below.

State Corporation Commission
Clerk’s Office
P.O. Box 1197
Richmond, VA 23218-1197

Step 4 – Execute Operating Agreement

An LLC operating agreement can be drafted at any point during or after the registration process.

Unlike the Articles of Organization, an LLC operating agreement does not need to be filed with the State Corporation Commission; however, a copy of the agreement should be kept in a secure place by each owner/member of the company.

  • Single-Member LLC Operating Agreement
  • Multi-Member LLC Operating Agreement

Step 5 – Apply for EIN

The IRS requires that all businesses have an EIN, or Employer Identification Number, for opening bank accounts, filing taxes, and hiring employees.

If the company is a single-member LLC and does not intend on employing anyone, an EIN is not required.

All other entities can apply for an EIN online using the IRS EIN Assistant webpage or by mail by completing the Application for Employer Identification Number (Form SS-4) and mailing it to the following address:

Internal Revenue Service
ATTN: EIN Operation
Cincinnati, OH 45999


Resources

Filing Options: Online or by Mail

Costs:

  • Domestic filing fee: $100
  • Foreign filing fee: $100
  • Name reservation: $10
  • Annual Business Registration Fee: $50

Forms:

Links: