Virginia LLC Operating Agreement

A Virginia LLC operating agreement is a legal document that establishes how your LLC will function, who owns what, and the rights and responsibilities of each member. All LLC members must agree to the terms of your operating agreement. Since Virginia operating agreements are internal documents, you won’t need to submit yours to the VA Secretary of the Commonwealth. However, having a strong operating agreement is crucial for avoiding conflict and keeping your LLC organized.

Virginia operating agreements are complex, legally binding contracts, so most LLC owners get help from a lawyer or use an LLC operating agreement template. To make things easier, our attorneys have drafted custom Virginia operating agreement templates for every LLC type.

Below, you can create your own single-member LLC operating agreement using our free template. Have multiple members or a manager-managed LLC? Hire us and get a free Virginia operating agreement template customized for your LLC.

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Free Virginia LLC Operating Agreement Template

Fill out, download, and print this free Virginia operating agreement template, ready for use by your LLC. Save your progress at any point.


What Is Included in a Virginia Operating Agreement?

The operating agreement for your Virginia LLC can include virtually any provisions your members agree upon, as long as they don’t conflict with your Articles of Organization or Virginia law. At the minimum, your Virginia operating agreement should cover the following:

  • Initial contributions
  • Ownership percentages
  • Powers and responsibilities of members and managers
  • Distribution of profits and losses
  • Management structure
  • Voting rights and procedures
  • Transferring membership interest
  • Adding or removing members
  • Bookkeeping
  • Compensation for services to the LLC
  • Dissolution

Is an Operating Agreement Required for an LLC in Virginia?

According to Virginia law, the members of an LLC may enter into an operating agreement but aren’t required to. The law also states that an operating agreement “need not be in writing.” That being said, having a written operating agreement that clearly establishes your LLC’s ownership, policies, and management structure will help you maintain maximum control over your LLC.

Are LLC operating agreements legally binding?

Yes. Per VA Code § 13.1-1023 (2023), “A limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement.” This means that, if your LLC has to go to court, it will be held accountable for following (or not following) the rules in your operating agreement. For this reason, it’s a good idea to ask a lawyer to review your operating agreement and make sure that all members have read and understood this important document.

Do Virginia operating agreements need to be notarized?

No, Virginia LLC operating agreements do not need to be notarized. Your operating agreement is an official legal document whether or not it is notarized.

Why Is It Important to Have a Virginia Operating Agreement?

Even though you’re not technically required to have an operating agreement in Virginia, it’s still a good idea. Here’s why:

  1. Proof of ownership. Virginia doesn’t require LLCs to list their members on the Articles of Organization. This helps you protect your privacy, but it can make it more difficult to prove you own your LLC. You can show your LLC operating agreement as proof of ownership when opening a business bank account or making other business transactions.
  2. Legal separation. In order to maintain your LLC’s limited liability status, you must keep the company’s accounts and records separate from those of the individual owners. A strong operating agreement will provide guidelines for how to do this. As long as you actually follow these guidelines, you’ll have a strong case for defending your limited liability status in court, should you need to.
  3. Conflict resolution. Having a solid operating agreement can help you head off conflict before it becomes a legal battle. For example, if one member wants to sell the company and another doesn’t, your operating agreement should provide clear guidelines for how to proceed.
  4. Overriding default laws. Having an operating agreement lets you structure and manage your LLC the way the members want to. The LLC can make its own rules for how voting works, how changes can be made, and what rights and powers the members have. Without an operating agreement, your LLC will need to follow Virginia’s default LLC laws, which might not be the right fit for your company.

Does a single-member LLC need an operating agreement?

It’s not legally required, but it’s a good idea. Virginia law states that, for single-member LLCs, any writing related to the LLC’s affairs that is signed by the member will be considered an operating agreement, along with any verbal agreement between the member and an LLC manager. Even so, it’s wise to have a formal operating agreement, since this document can help you prove that you own your LLC. Having an operating agreement also makes it easier to maintain the legal separation between the individual owner and the LLC, which is necessary to protect your limited liability status.

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