Virginia LLC Operating Agreement: Free Guide (2026)
Virginia operating agreements set internal governance terms. Virginia §13.1-1023 requires all members to agree initially but generally does not require writing unless the articles or a written agreement requires it. The LLC is bound without executing the agreement. This guide provides free templates and a clause checklist.
Virginia §13.1-1023 requires all members to agree initially but generally does not require writing unless the articles or a written agreement requires it. The LLC is bound without executing the agreement. Terms must be consistent with Virginia law and the articles. A sole member can use a signed writing about the company; a nonwritten member–LLC agreement is also covered when the LLC has a manager other than that member. Keep the agreement internally. Bank requirements vary; it does not guarantee liability protection.
- Required by Virginia?
- No
- Filed with the state?
- No — internal
- Banks ask for it?
- Usually yes
- Cost (template)
- $0
- Governing law
- Virginia LLC Act
- Single-member LLCs?
- Yes — still needed
Why You Need One (Even Though Virginia Doesn't Ask)
The agreement governs internal terms within statutory limits. Terms must be consistent with Virginia law and the articles. A sole member can use a signed writing about the company; a nonwritten member–LLC agreement is also covered when the LLC has a manager other than that member.
- Bank documents: ask the institution what ownership and authority records it needs; it may request a written operating agreement.
- Written terms document governance and decisions. They do not guarantee liability protection or make an operating agreement a statutory prerequisite to charging-order protection.
- It settles the hard questions early: profit splits, buyouts, a member's death or exit — answered while everyone still agrees.
- It documents your registered agent eligibility: given Virginia's specific rules about who can serve as agent based on membership or management role, your operating agreement is useful supporting evidence of exactly who holds those roles.
Statutory defaults fill matters the agreement leaves unaddressed. Virginia §13.1-1023 requires all members to agree initially but generally does not require writing unless the articles or a written agreement requires it. The LLC is bound without executing the agreement. Record the actual deal and check applicable limits before changing defaults.
Virginia Agreement Rules and Defaults
Form and adoption
Virginia §13.1-1023 requires all members to agree initially but generally does not require writing unless the articles or a written agreement requires it. The LLC is bound without executing the agreement.
Statutory defaults and limits
Terms must be consistent with Virginia law and the articles. A sole member can use a signed writing about the company; a nonwritten member–LLC agreement is also covered when the LLC has a manager other than that member.
Approval and amendments
If no amendment method is specified, all members must agree. Follow any specified approval or condition requirements. Document the sole-member arrangement in a form that meets §13.1-1023(A)(2).
Start with the free national templates below. Customize ownership, contributions, management, voting, distributions, transfers and exits for your company and state law. Bank requirements vary; an agreement does not guarantee liability protection.
Virginia §13.1-1023: adoption, sole-member form and amendmentsFree Operating Agreement Downloads for Your Virginia LLC
Choose the template that matches your LLC's ownership and management. These are LLC School's national master templates, also available in the core operating agreement guide. Customize the document for your company and Virginia law before signing.
Single-Member
For one member who owns and generally controls the LLC.
Download single-member PDFMulti-Member / Member-Managed
For multiple members who participate directly in company management.
Download member-managed PDFManager-Managed
For LLCs whose members delegate management authority to designated managers.
Download manager-managed PDFBefore signing: Fill the applicable blanks, remove clauses that do not fit, confirm ownership and management terms, and review state-specific limitations. Seek professional legal or tax advice for complex arrangements. Read the national template guidance.
Build Your Clause Checklist
Virginia Operating Agreement Clause Builder
3 questions · custom clause checklist · educational, not legal advice
Checklist is educational. Multi-member LLCs with significant assets or unequal deals should have a Virginia business attorney review the final agreement.
The Core Sections Every Virginia Agreement Needs
Formation & purpose
Name, formation date (from your confirmed Articles), registered agent, and a broad purpose clause.
Members & ownership percentages
Who owns what, each member's capital contribution, and how new members are admitted.
Profit & loss allocation
How profits split — by percentage or a documented custom formula — and when distributions happen.
Management & voting
Member- vs manager-managed, decision thresholds, and any items requiring unanimity.
Transfer restrictions & buy-sell
Right of first refusal, valuation method, and triggers: exit, death, disability, divorce.
Dissolution & wind-down
What ends the company and how assets are distributed under Virginia law.
Plus: tax classification and representative, banking authority, indemnification, amendment procedure, and severability. Start from the free template in our national operating agreement guide.
Single-Member LLCs: Yes, Still
For one owner, document ownership, authority and succession. Keep company finances and records separate. A bank may request governance documents; the agreement does not guarantee protection from personal liability.
Keeping It Current
Revisit the agreement when ownership changes, a member's role shifts, or you elect S-Corp taxation. Pay particular attention if a membership change affects who's eligible to serve as your registered agent — Virginia's eligibility rules are tied directly to membership and management status. Amendments follow whatever procedure the agreement sets — which is why the amendment clause matters on day one.
The agreement governs internal terms within statutory limits. Terms must be consistent with Virginia law and the articles. A sole member can use a signed writing about the company; a nonwritten member–LLC agreement is also covered when the LLC has a manager other than that member.
- ✓Optional formation assistance; confirm filing scope, service pricing and government fees before ordering.
- ✓Confirm filing method, document preparation and submission responsibilities before ordering.
- ✓Confirm registered-agent service availability, included periods and renewal charges.
- ✓Review address-use rules and privacy policies; a service does not remove all information from public filings.
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Virginia LLC — FAQ
Is an operating agreement required for a Virginia LLC?
What happens if my Virginia LLC has no operating agreement?
Does a single-member Virginia LLC need an operating agreement?
Do I file my operating agreement with the Virginia SCC?
How much does a Virginia operating agreement cost?
Does my operating agreement matter for Virginia's registered agent rules?
Can we change our Virginia operating agreement later?
Ahmad Adil is the founder and CEO of LLC School. For agreement terms and member responsibilities, consult the state LLC statute and a qualified adviser. See the national operating agreement guide. This is educational information, not legal or tax advice.
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