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Operating Agreement For Your LLC In Virginia (Mar. 2026) – Templates & Tips
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2026 Virginia LLC Guides
In Virginia, Limited Liability Companies (LLCs) are not required to adopt an Operating Agreement, but I strongly recommend that every LLC have one in place.
Below, I’ll walk you through how to create an Operating Agreement for your LLC in Virginia. You can download my free templates to draft and customize an agreement that fits your business.
What Is An Operating Agreement For Your LLC In Virginia?
A Virginia LLC Operating Agreement serves as an internal contract among the LLC’s members. It clearly defines the ownership structure, outlines member interests, and explains the management style.
Under the Virginia LLC Act § 13.1-1023(B)(1), the state lets LLCs form Operating Agreements that are oral, implied, or written.
However, to strengthen enforceability, I strongly recommend that every LLC adopt a written Operating Agreement, including single-member LLCs. Plus, the agreement should be signed by all members.
1. Where To File Your Virginia LLC Operating Agreement
Virginia law (Virginia LLC Act § 13.1-1023) doesn’t require LLCs to file an Operating Agreement with any government agency. You don’t submit it to the Virginia State Corporation Commission or the Internal Revenue Service (IRS) either.
If you draft a written Operating Agreement, keep it current as your business changes. Make sure all members sign the updated version and store it with your other business records. Each member should also retain a copy of the most recent agreement.
2. When Should Your LLC Draft An Operating Agreement?
You can create an Operating Agreement before, during, or after forming your Virginia LLC, so there is some flexibility. Each option offers different advantages and drawbacks.
Review the table below, where I highlight the pros and cons of each timing option. This will help you decide which approach works best for your business.
| Timing | Pros | Cons |
|---|---|---|
| Before formation | – Members know what to expect from the outset. – The Operating Agreement helps prevent disputes during the formation process. – It keeps the LLC organized from the very beginning. | – Members must agree on essential terms early in the process. – The Operating Agreement may require updates if the management structure later changes. |
| During formation | – The Operating Agreement aligns internal terms with the LLC’s state filings. | – Changes to agreed-upon terms can delay the LLC formation process. – Members may need extra time to reach an agreement on certain conditions. |
| After formation | – Allows members time to evaluate real operational needs before finalizing terms. | – Creates uncertainty early on without a formal written framework. – Makes it harder to document agreed terms once informal practices are established. |
Types Of LLC Operating Agreements In Virginia
Your Virginia Operating Agreement should clearly define how your LLC operates and how management authority is structured. Every Virginia LLC falls into one of two management models:
- Member-managed LLC: All members (LLC owners) can legally bind the LLC in contracts and agreements and operate the business.
- Manager-managed LLC: Only one or more appointed individuals can legally bind the LLC in contracts and agreements.
Aligning your Operating Agreement with your selected management structure helps you:
- Maintain organized and efficient operations with a clear chain of command.
- Define member and manager roles clearly, which reduces confusion around responsibilities and expectations.
- Minimize internal disputes by documenting decision-making authority and control.
To begin, download my free Virginia LLC Operating Agreement templates below.
Download Your Free Virginia LLC Operating Agreement Templates
For guidance on Operating Agreement requirements in other states, see my guide: How To Write An LLC Operating Agreement In Any State.
What To Include In Your Operating Agreement For Your Virginia LLC
Below are important sections that should appear in your Operating Agreement. You can customize the document to fit your LLC’s specific circumstances; the list below reflects recommended best practices.
1. Basic LLC Formation Details
Your Virginia LLC Operating Agreement should begin with core information that aligns with your Articles of Organization, including:
- LLC name.
- LLC effective date.
- LLC dissolution date (if applicable).
- Virginia Registered Agent (if applicable).
2. LLC Ownership
For a multi-member LLC, list each member and clearly state their ownership interest.
Ownership is typically expressed as a percentage, such as 5% or 45%.
3. Initial Capital Contribution
This section requires each member to contribute capital to the LLC’s business bank account.
The contribution amounts should correspond with the ownership percentages listed above.
Recommendation: If contribution amounts change later, update both the ownership percentages and the capital contribution amounts to stay consistent.
4. Tax Statement
State how the LLC will be taxed and ensure this matches the tax classification elected with the IRS. Here are the different classifications:
- Single-member LLC: taxed as a disregarded entity by default.
- Multi-member LLC: taxed as a partnership by default.
- Optional elections: S corporation (S-Corp) or C corporation (C-Corp).
5. Voting Rights
Your Operating Agreement should clearly describe how voting authority is exercised.
For a member-managed LLC, voting power should be proportional to each member’s ownership percentage as listed above.
For a manager-managed LLC, voting ability should also be proportional to ownership percentages. Members nominate an LLC manager to act on behalf of the LLC without requiring member votes for routine decisions. However, certain actions will still require approval from the LLC members rather than the manager alone. These actions include adding or removing a member.
6. Profit And Loss Allocation
Additionally, it’s essential to explain how the LLC will allocate profits and losses among its members. Distributions usually follow ownership percentages or capital contributions.
Clearly defining this section helps avoid disputes and ensures fair treatment based on each member’s agreed investment and role.
Frequently Asked Questions
No, Virginia doesn’t require LLCs carrying out activities in the state to have an Operating Agreement. This is ruled under the Virginia LLC Act § 13.1-1023. That said, I strongly recommend that every LLC create a written Operating Agreement. This helps prevent future disputes and clearly defines how the business operates.
No, your Operating Agreement doesn’t require notarization. Each member simply needs to sign the document. Once you and any other LLC members sign it, the Operating Agreement becomes legally binding.
Yes, you can create your own Operating Agreement by using the templates available above. If your business requirements are more complex, consider working with an attorney for additional guidance.
2026 Virginia LLC Guides
ABOUT THE AUTHOR
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- Virginia.gov. (2026). § 13.1-1023. Operating agreement. [online] Available at: https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1023/#:~:text=need%20not%20be%20in%20writing.
- Virginia.gov. (2026). § 13.1-1023. Operating agreement. [online] Available at: https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1023/.