Virginia LLC Operating Agreement
The Virginia LLC Operating Agreement is the core document that is referred to when issues
concerning a Virginia limited liability
company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your Virginia LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Virginia.
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Whether your LLC
will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
myLLCagreement.com will generate a customized LLC operating
agreement tailored to the needs of your business.
If you don’t want
to spend thousands of dollars on a lawyer and don’t trust
outdated internet forms, then let myLLCagreement.com help
you create a customized LLC operating agreement for your
Virginia LLC.
The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of Virginia will enforce
valid operating agreements entered into among LLC members.
The operating agreement will only be enforced against the
persons who are parties to the agreement. Therefore, it
is extremely important that all members of an LLC sign the
operating agreement.
Your Virginia
Limited Liability Company
LLC Filing Office
State
Corporation Commission
Office of the Clerk
Tyler Building, 1st Floor
1300 E. Main St
Richmond, VA 23219
Tel: 804-371-9733
www.state.va.us/scc/division/clk/index.htm
Entity or Franchise Level Tax
Virginia does not require partnerships, LLCs
taxable as partnerships, or disregarded single-member LLCs
to pay a general net worth tax based on net income.
State LLC Act
The
Virginia LLC Act is contained in Title 13.1 of the Virginia
Code.
The Virginia LLC Act:
Important Statutory
Rules
LLC Management
An
LLC is managed by its members unless the Operating Agreement
states that the LLC is to be managed by one or more managers.
Admission of Members
Unless otherwise provided, new interests in the LLC must
be issued with the consent of all the members. Unless otherwise
provided in the Operating Agreement, the admission of a
transferee as a member must be approved by the members holding
a majority interests in the profits of the LLC.
Amending the Operating Agreement
Unless
otherwise provided in the Operating Agreement, the Operating
Agreement can be amended with the approval of a majority
of the members.
Dissolution
Unless
otherwise specified in the Operating Agreement, all members
must consent to voluntarily dissolving the LLC.
GET A CUSTOMIZED VIRGINIA LLC
OPERATING AGREEMENT IN MINUTES
