A Virginia LLC operating agreement is a legal document that sets up how a limited liability company (LLC) will be owned, managed, operated, and dissolved. The agreement can protect owners from liabilities the company incurs and it can also settle disputes among members with interests in the LLC. Each owner is advised to keep a signed copy on file.

By Type (2)

Single-Member LLC Operating Agreement

Download: Adobe PDF, MS Word

Multi-Member LLC Operating Agreement

Download: Adobe PDF, MS Word

How to Form an LLC in Virginia

• Filing fee: $100
• Processing time: 2-3 business days

1. Choose a Name

The first step in the process of forming an LLC is to choose a name and reserve it. This way, while the LLC is being formed, the name belongs to the applicant. In order to determine the availability of a business name, check the state’s information system.

2. Choose an LLC Type

Domestic LLC – For an LLC located within Virginia.

• Online Filing – Register to begin the process of filing online.
• Paper Filing (Form LLC1011) – Complete the Articles of Organization form and mail it, along with a $100 check made payable to State Corporation Commission, to Clerk’s Office, P.O. Box 1197, Richmond VA 23218.

Foreign LLC – For an LLC located outside Virginia.

• Online Filing – Register to begin the process of filing online.
• Paper Filing (Form LLC1052) – Complete the Application for Certificate of Registration to Transact Business in Virginia form and mail it, along with a $100 check made payable to State Corporation Commission, to Clerk’s Office, P.O. Box 1197, Richmond VA 23218.
  

3. Post-Formation

• LLC Operating Agreement – This agreement will codify the company’s policies, procedures, and plans.
• Federal Employer Identification Number (FEIN) – Select “Apply Online Now” in Step 3. See Publication 15 for a guide to paying tax as an employer in 2022.

Name Reservation

• Filing fee: $10

An LLC name can be reserved for renewable 120-day periods (§ 13.1-1013).

• Online Filing – Register for a new account to reserve a name online. Click here for detailed instructions.
• Paper Filing (Form SCC631) – Complete the Application for Reservation or Renewal of Reservation of a Business Entity Name, then send it with filing fee to Clerk’s Office, P.O. Box 1197, Richmond VA 23218. Make check payable to State Corporation Commission.

Renewing an LLC (Annual Registration)

• Filing fee: $50

Every LLC operating in Virginia must pay an annual registration fee by the last day of the month the LLC was registered (§ 13.1-1062).

• Online Filing – See step-by-step instructions for paying online here.

Dissolving an LLC

Filing fee: $25

Articles of cancellation must be filed with the commission in order for the LLC to be dissolved (§ 13.1-1050).

• Online Filing – Log in to file articles of termination with the Secretary of State.
• Paper Filing (LLC1050) – Mail a completed Articles of Cancellation form, plus the filing fee, to Clerk’s Office, P.O. Box 1197, Richmond VA 23218. Make check payable to State Corporation Commission.

Statutes

• Code of Virginia, Title 13.1, Chapter 12 – Virginia Limited Liability Company Act

“LLC Operating Agreement” Definition

• § 13.1-1002

“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.