Virginia · Operating agreement
Virginia LLC operating agreement
What Virginia's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Virginia operating agreementWhat Virginia’s LLC act says
Virginia defines an operating agreement as an agreement of the members about the company's affairs and the conduct of its business, with a separate rule for one-member companies. 4
In Virginia an operating agreement need not be in writing, unless the articles of organization or a written operating agreement specifically require it. 1
What Virginia’s act does not let an agreement change:
- Provisions cannot be inconsistent with Virginia law 1
- Provisions cannot be inconsistent with the articles of organization 1
One-member company. For a Virginia LLC with one member, the operating agreement includes any writing the member signs about the company's affairs and business, even if that writing is not an agreement. 1
Not confirmed for Virginia from an official source: whether a Virginia agreement is filed with the state.
What happens with no agreement
In Virginia the members manage the company unless the articles of organization or an operating agreement provides in writing for a manager or managers. 2
Without a written split in the articles or operating agreement, Virginia allocates profits and losses by the value of each member's contributions the company has received. 3
What the template covers in Virginia
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Virginia’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Virginia LLC
You form a Virginia LLC by filing with Virginia’s State Corporation Commission.
The Virginia annual report is due the last day of your formation anniversary month. 5
Search the Virginia business records at the State Corporation Commission before you file: Virginia entity search.
The operating agreement for a Virginia LLC is separate from the Virginia formation filing.
Common questions
Is an operating agreement required for an LLC in Virginia?
Virginia's LLC act says members may enter into an operating agreement. It does not command one, and the LLC is bound by its agreement whether or not the company executes it. 1
Is there a Virginia LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Virginia LLC have an operating agreement?
For a Virginia LLC with one member, the operating agreement includes any writing the member signs about the company's affairs and business, even if that writing is not an agreement. 1
Does a Virginia operating agreement need to be notarized?
None of the Virginia rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Virginia operating agreement, and is it filed?
We could not confirm from an official Virginia source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Virginia’s State Corporation Commission. 6
Also in Virginia
Sources 6 links, checked Sep 1, 2026 to Nov 13, 2026
- Virginia LLC act, section 13.1-1023 law.lis.virginia.gov, checked Nov 13, 2026
The members of a limited liability company may enter into any operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members.
- Virginia LLC act, section 13.1-1022 law.lis.virginia.gov, checked Nov 13, 2026
Except to the extent that the articles of organization or an operating agreement provides in writing for management of a limited liability company by a manager or managers, management of a limited liability company shall be vested in its members.
- Virginia LLC act, section 13.1-1029 law.lis.virginia.gov, checked Nov 13, 2026
If the articles of organization or an operating agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value
- Virginia LLC act, section 13.1-1002 law.lis.virginia.gov, checked Nov 13, 2026
‘Operating agreement’ means an agreement of the members as to the affairs of a limited liability company and the conduct of its business
- Virginia annual report cis.scc.virginia.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings scc.virginia.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Virginia’s rules. It is not legal or tax advice.
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