LLC Operating Agreement Virginia | The Complete Guide

Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

All Posts by Steve Goldstein →
Business Formation Expert  |   Fact Checked by Editorial Staff
Last updated: 
LLCBuddy™ offers informative content for educational purposes only, not as a substitute for professional legal or tax advice. We may earn commissions if you use the services we recommend on this site.
At LLCBuddy, we don't just offer information; we provide a curated experience backed by extensive research and expertise. Led by Steve Goldstein, a seasoned expert in the LLC formation sector, our platform is built on years of hands-on experience and a deep understanding of the nuances involved in establishing and running an LLC. We've navigated the intricacies of the industry, sifted through the complexities, and packaged our knowledge into a comprehensive, user-friendly guide. Our commitment is to empower you with reliable, up-to-date, and actionable insights, ensuring you make informed decisions. With LLCBuddy, you're not just getting a tutorial; you're gaining a trustworthy partner for your entrepreneurial journey.

Starting an LLC may involve filing articles of organization with the state and establishing internal ground rules for how your business should operate. Establishing your credibility as a legal entity is a part of the plan.

Every Virginia LLC is encouraged, but not required, to have an operating agreement to safeguard the company’s operations, from organization to dissolution. It ensures that all LLC members understand their roles and responsibilities. This page guides you in making a Virginia operating agreement.

Virginia LLC Operating Agreement Content

An operating agreement is a legal document detailing the LLC’s organizational structure and operational procedures. Topics not restricted to a single member or multi-member LLC will be covered. While these provisions might not influence day-to-day operations, they must be included for legal reasons.

  • Ownership: The operating agreement details who the members are and how ownership is divided, be it a sole proprietorship or LLC. Sole proprietorship refers to a single person with total control over a business, also known as a single-member LLC. Multi-member LLC members can have either equal or varying ownership interests.
  • Management: Your LLC could be member-managed or manager-managed. The former means members can decide regarding contracts with third parties; the latter means only designated managers can do so. Using “manager-managed” instead of “hands-on” can reduce administrative work. Management’s authority is also limited in the Operating Agreement.
  • Voting: Define each owner’s voting rights and voting thresholds, such as a majority vote, supermajority vote, and unanimous consent. A variety of approvals are needed for each type of decision.
  • Changes in Membership Structure: If someone leaves the company, how will roles and ownership be transferred? A member buyout and/or replacement procedure must be outlined in the LLC’s governing document.
  • Contributions: All types of contributions are accepted. In order to fund their ownership interests, members will have to invest in the collective funds.
  • Equity Splits: Determine equity for each member, taking into consideration things like their contributions, responsibilities, and fairness. Maintaining fairness in your equity split will help prevent future disagreements.
  • Transfers: You may want to consider outlawing transfers of ownership interests without the consent of all owners. It’s always a good idea to include permitted transfers, such as first refusal, drag-along rights, tag-along rights, and estate planning transfers.
  • Business Restrictions: To protect the privacy of the company, including confidentiality obligations. You may also ban the owners from owning competing businesses.
  • Intellectual Property: Detail; the ownership of intellectual property created by members. Make sure all company-created intellectual property is owned by the company. You can find alternative ownership/license structures if necessary.
  • Taxation: Determine how you will be taxed and plan accordingly. Remember, however, that you must file an LLC annual report and might be required a sales tax.
  • Guaranteed Payments: Determine if any of the members should receive Guaranteed Payments, which are like a salary, particularly if your LLC is taxed as a partnership.
  • Distribution & Dividends: Explain to all members how the funds will be allocated. A pass-through entity will impose tax distributions regardless of profit distributions.
  • Dissolution: The LLC should be dissolved if all members elect to cease operations. It is important to identify how you will end your business in your operating agreement.

Note that the operating agreement, though not a legal requirement in most states, is vital in the operation of your LLC. Should your members have issues with the business, you can deal with it with guidance from the operating agreement.

Get Help from a Registered Agent

Developing an operating agreement could be tedious at times. Besides, since it deals with how your business operates, then it would be best to have professionals help you with it to make sure you get everything right. Getting help from registered agents would be your best bet. Here are three of our best LLC services that can provide you with registered agents to free you of worries:

LLC Service

Our Rating & Pricing

Top Features

Learn More


$0 + State Fees

  • 100% accuracy guarantee

  • Worry-free service

  • Great customer support

$0 + State Fees

  • Free LLC Formation

  • Affordable Add-on services

  • Other business solutions

Importance of a Virginia LLC Operating Agreement

Virginia’s law does not require the formation of operating agreements for LLCs. The majority of states require their businesses to draft an operating agreement that allows them to inspect the business structure. In Virginia, you can skip this step while creating the LLC and it won’t attract any fines from the law.

You should not skip this step if the goal is to protect the members of your business from misinterpretations and negotiations. Here are a few reasons why you should write an LLC agreement.

  • To protect the business: The operating agreement defines the rules of an LLC. In other words, the rules are enforced by the government if members fail to adhere to the rules. This arrangement can be used to save the LLC from being governed by the government’s rules and offer additional advantages.
  • An LLC makes it look trustworthy when investors look at companies they always evaluate how professional the company looks. And the operating agreement makes the LLC so professional because it shows that the members care about the company and they want to make all the rules and regulations legit as well. This creates growth for the company by attracting investors.
  • The LLC’s status has to be secured LLCs are well-known for their limited liability status. If the operating agreement clearly defines this, the government will not be misunderstood. Because it is very easy to misunderstand a one-member LLC with a sole proprietorship, but an operating agreement can demonstrate that they are distinct.
  • To settle any conflicts: In the future, there could be disagreements over distributions and decisions. The operating agreement defines the procedures and requirements for each member of the company. If a task is required members are able to consult the operating agreement for specifics and then move on.
  • LLC flexibility is possible thanks to Limited Liability Companies. Operating agreements allow these LLCs to have this type of nature. The validity of the operating agreement provides the LLC with the freedom to operate.
  • To open bank accounts in your company, you’ll require a copy of the operating agreement. At the moment when a business does not have that, it will be hard for the company to open an account with a bank.


Does Virginia require an operating agreement?

In order to clearly state the purpose of a business as well as its ownership interests, a written operating agreement is strongly advised in Virginia.

What if an LLC has no operating agreement?

You and other members of the LLC will be unable to reach any agreements if you do not have an operating agreement. Even worse, your LLC must follow the state’s default operating conditions.

Can I write my own operating agreement?

It is required by law in California, New York, Maine, and Missouri, but it is not in Virginia. Although it is not legally required, creating a written agreement is strongly advised. You may self-notarize and distribute the documents.

How to Edit Operating Agreement of LLC in Virginia

Operating Agreement of LLC in Virginia can be edited when all the members agree to the amendment(s). You do not need to file it with the state.

Editing the operating agreement of an LLC in Virginia is a process that should not be taken lightly. It requires careful consideration and planning to ensure that the changes align with the interests of all stakeholders involved in the business. Here are some important considerations to keep in mind when editing an operating agreement in Virginia:

First and foremost, it is essential to review the existing operating agreement thoroughly. This will help you understand the current provisions, rights, and obligations of the members, as well as any limitations on their powers. By having a clear understanding of the existing agreement, you can identify the areas that need to be modified or updated.

Before making any changes to the operating agreement, it is advisable to consult with all the members of the LLC. Communication is key when it comes to editing the operating agreement, as all stakeholders should have a say in the proposed changes. By involving everyone in the discussion, you can ensure that the revised agreement reflects the collective interests and goals of the members.

When editing the operating agreement, it is important to consider the legal requirements in Virginia. Certain changes may necessitate formal amendments, while others may require a more straightforward process. By ensuring compliance with the state laws, you can avoid any legal complications down the road.

One critical aspect to consider when editing the operating agreement is addressing any conflicts or inconsistencies within the document. It is common for operating agreements to contain ambiguous language or contradictions that may lead to misunderstandings among the members. By clarifying and resolving these issues, you can prevent potential disputes and align everyone’s expectations.

In some cases, the changes to the operating agreement may require the approval of all members of the LLC. It is essential to follow the proper protocol for obtaining consent and documenting the amendments according to the requirements specified in the operating agreement or state laws. By ensuring that all members are on board with the changes, you can avoid any challenges or disagreements in the future.

Ultimately, editing the operating agreement of an LLC in Virginia is a complex process that requires careful planning and attention to detail. By reviewing the existing agreement, consulting with all members, ensuring legal compliance, addressing conflicts, and obtaining approval, you can make the necessary changes to reflect the current needs and goals of the business. Following these guidelines will help maintain transparency, clarity, and cohesion among the members of the LLC, paving the way for successful operations and growth.

In Conclusion

The operating agreement is an important document for your Virginia LLC. However, it is not mandatory to file in many states. It is strongly recommended to file the operating agreement even if it is not required in your state. Get a professional LLC service to file your operating agreement properly.

Leave a Comment