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Look at what the State Corporation Commission asks for when you form a Virginia LLC. On its forms and fees page, the starting filing is Form LLC1011, with a $100 fee. The page lists many other filings, from name changes to cancellation. An operating agreement is not on that list. Our Virginia LLC guide walks through the filing itself.
So the agreement is private. The SCC also says it does not keep a record of LLC members or managers. If anyone later needs to know who owns the company or who has authority to sign, your agreement is the main record.
Does Virginia require one?
We could not find a quoted line saying yes or no. The SCC pages we read are about filings, not about internal rules. We have no source for the default rules that apply when an LLC has no agreement, so we will not describe them. Ask a Virginia lawyer if a dispute between owners is possible.
What should I put in a Virginia agreement?
Start from what the SCC does show, and keep the agreement consistent with it.
- Name. A Virginia LLC name ends with limited company, limited liability company, LC, L.C., LLC or L.L.C. Use the exact name from your filing in the first line.
- Registered agent. The Virginia Code lets a Virginia resident who is a member or manager serve, as can a member of the Virginia State Bar. A Virginia resident officer or designated employee can serve as well. Write down who the agent is and who may replace them. Details are in our Virginia registered agent guide. Changing the agent uses Form LLC1016 with no fee.
- Principal office. Updating the principal office address uses Form LLC1018.1, also with no fee. Say who handles it.
- Yearly fee. The annual registration fee is $50 and falls due on the last day of the month the LLC was organized or registered. Name the person who pays it. A $25 penalty applies for late payment.
- Changing the articles. Amending articles of organization uses Form LLC1014 and costs $25. Say how the owners approve a change.
- Protected series. If you plan one, the SCC lists Form LLC1095A at $100 to designate it. Get legal advice first.
What should the agreement say about a missed fee or a closing?
Put the SCC's consequences into the agreement so the owners agree who bears them. If the annual registration fee is still unpaid after the last day of the third month past due, the SCC cancels the LLC. The Clerk can reinstate for five years, for $100 plus the unpaid fees, and after that it cannot. Decide who pays the reinstatement cost.
To close the company on purpose, the SCC lists Form LLC1050 to cancel an LLC, with a $25 fee. The agreement can say what vote is needed before anyone files it.
One owner or several?
With one owner, the agreement can be short: you own it all, you manage it, and a named person takes over if you cannot. With several owners it must cover contributions, profit shares, votes, buying out a member and what happens when someone leaves. Use our single-member agreement guide or our multi-member agreement guide.
Where do I find a template?
Our free operating agreement template is generic and not legal advice. It is not written for Virginia. Use it as a draft, then adjust the management and agent sections to match your filing. Sign it and keep it with your company records. Once the LLC is formed, get an EIN using our EIN guide.