A Virginia LLC operating agreement is the written contract that controls how members run their company. Virginia law doesn’t require one, but skip it and the Virginia Limited Liability Company Act fills every gap with default rules under § 13.1-1023.
Choose the version that matches your Virginia LLC structure.
Does Virginia Require an LLC Operating Agreement?
No. Virginia law allows members to enter into an operating agreement but does not make one mandatory. Unless the articles of organization or an existing written agreement says otherwise, the operating agreement does not even have to be in writing. See Virginia’s operating agreement statute, Va. Code § 13.1-1023.
To form the company, you file Articles of Organization with the Virginia State Corporation Commission, not the operating agreement. The current filing fee for a new Virginia LLC is $100. Virginia law does not impose a general notarization requirement on the operating agreement.
How Virginia Defines an Operating Agreement
“Operating agreement” means an agreement of the members as to the affairs of a limited liability company and the conduct of its business, or a writing or agreement of a limited liability company with one member that satisfies the requirements of subdivision A 2 of § 13.1-1023.
Virginia’s definition covers the members’ agreement concerning the LLC’s affairs and business and adds a special rule for single-member companies. § 13.1-1023 then explains the agreement’s form, adoption, and binding effect.
§ 13.1-1023(B)(1) says an operating agreement need not be in writing unless the Articles of Organization or a written operating agreement specifically requires otherwise.
Virginia gives a one-member LLC special flexibility in § 13.1-1023(A)(2). A writing signed by the sole member concerning the LLC’s affairs can qualify even if it would not otherwise constitute an agreement. Virginia also recognizes an agreement between the member and the LLC, written or not, when a person other than the member serves as manager.
Virginia makes the company’s position explicit in § 13.1-1023(A)(1): the LLC is bound by its operating agreement whether or not the company itself executes the agreement.
Virginia LLC Default Rules Owners Should Review
Virginia’s defaults are especially important where money and control overlap. The state’s management and voting statute, Va. Code § 13.1-1022 makes contributions central to voting power unless the governing documents choose another rule.
Voting follows each member’s contributions, adjusted over time. A majority means members holding a majority of the total voting power, not simply a majority of people.
§ 13.1-1022(B)-(C)Members manage the LLC unless the articles or operating agreement provides in writing for management by one or more managers.
§ 13.1-1022(A)If no written formula says otherwise, both profits and losses and distributions follow the recorded value of contributions actually received from each member.
§§ 13.1-1029, 13.1-1030An assignment normally transfers economic rights only. The buyer or assignee does not automatically receive management rights or become a member.
§§ 13.1-1039, 13.1-1040Voluntary resignation works only to the extent the articles or operating agreement provides for it in writing. Dissociation normally does not dissolve the LLC, and the former member keeps the economic interest with rights similar to an assignee.
§§ 13.1-1040.1, 13.1-1040.2Required company records may be kept at the principal office or made electronically accessible. Restricting a member’s statutory information rights requires a written operating agreement or qualifying written amendment approved by all members.
§ 13.1-1028