Virginia Single-Member LLC Operating Agreement
Create a Virginia single-member LLC operating agreement with state-specific guidance on default rules, taxes, and liability protection.
Introduction
A single-member LLC operating agreement is the internal document where you, as the sole owner of a Virginia LLC, set the rules for how your business runs, how profits are handled, and what happens if you bring on a member or close the business later. Virginia does not require an operating agreement to be in writing, an oral or implied agreement is legally valid, but a written agreement is still the clearest evidence, if a court or the IRS ever asks, that you are running a real business and not just using the LLC as a personal wallet. It also lets you set your own voting and profit-sharing terms instead of Virginia's contribution-based defaults.
Key Things to Know
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Virginia does not require an operating agreement to be in writing. An oral or implied agreement is legally valid unless the Articles of Organization or a written operating agreement says otherwise (Va. Code Section 13.1-1023(B)(1)).
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Without an operating agreement, Virginia allocates profits and losses based on the value of each member's capital contribution, not split evenly among members (Va. Code Section 13.1-1029).
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Virginia's default voting rule is also contribution-based: members vote in proportion to their contributions, not one-member-one-vote, and a majority vote means a majority of that voting power (Va. Code Section 13.1-1022(B)).
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A charging order is the exclusive statutory remedy for a member's personal creditors against that member's LLC interest, with no stated exception for single-member LLCs, though Virginia courts apply the same veil-piercing standard to LLCs as corporations (Va. Code Section 13.1-1041.1; A.G. Dillard, Inc. v. Stonehaus Construction, LLC, Va. Sup. Ct. 2016).
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Virginia LLCs have no franchise tax. Instead, every LLC pays a flat $50 annual registration fee to the State Corporation Commission each year by the last day of its anniversary month (Va. Code Section 13.1-1062).
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Virginia's fiduciary standard is narrower in scope than some states' duty-of-loyalty framework: a manager, and any member actively managing the LLC, must act in good faith business judgment of the LLC's best interests (Va. Code Section 13.1-1024.1).
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The operating agreement itself is not filed with the state. You form the LLC by filing Articles of Organization ($100 fee) with the Virginia State Corporation Commission (Va. Code Sections 13.1-1011, 13.1-1005).
Key decisions before you file
Before you file a LLC Operating Agreement in Virginia, a few decisions shape the document: which option to choose and what each one means. The LLC Operating Agreement guide walks through them.
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Virginia Requirements for LLC Operating Agreement
The Operating Agreement governs the affairs of the LLC, the conduct of its business, and the relations of its members, and binds the LLC whether or not the LLC itself signs it (Virginia Code Section 13.1-1023(A)(1)). An Operating Agreement need not be in writing unless the Articles of Organization or a written Operating Agreement specifically requires it. For a single-member LLC, any signed writing relating to the LLC's affairs, or any agreement with a non-member manager, counts as the Operating Agreement (Virginia Code Section 13.1-1023(A)(2)).
No member, manager, organizer, or other agent of the LLC has personal liability for the LLC's contract, tort, or other liabilities solely by reason of being a member, manager, organizer, or agent (Virginia Code Section 13.1-1019). This protection is not absolute: Virginia courts apply the same veil-piercing standard to LLCs as to corporations, permitting the LLC's separate existence to be disregarded where the member's control over the LLC amounts to a sham used to work an injustice (A.G. Dillard, Inc. v. Stonehaus Construction, LLC, Va. Sup. Ct., unpublished order, Record No. 151182, June 2, 2016).
The LLC is organized by filing Articles of Organization with the Virginia State Corporation Commission (Virginia Code Section 13.1-1011), for a $100 filing fee (Virginia Code Section 13.1-1005(1)(a)). This Operating Agreement may not contain provisions inconsistent with the Articles of Organization. The Operating Agreement itself is an internal document; it is not filed with the Commission.
A Virginia LLC is member-managed by default; management vests in a manager or managers only if the Articles of Organization or an Operating Agreement provides for it in writing (Virginia Code Section 13.1-1022(A)). Unless otherwise provided, members vote in proportion to their contributions, not equally per member, and a majority vote means a majority of the voting power, not a majority of the headcount of members (Virginia Code Section 13.1-1022(B)).
Virginia does not impose the traditional duty-of-loyalty/duty-of-care framework used in some other states. Instead, a manager, and any member participating in management, must discharge duties in accordance with the manager's good faith business judgment of the LLC's best interests (Virginia Code Section 13.1-1024.1(A), (D)). A manager may rely in good faith on information from qualified managers, employees, or professionals unless the manager knows such reliance is unwarranted. The party alleging a violation bears the burden of proving it.
In accordance with Virginia Code § 13.1-1029, profits and losses shall be allocated among members in the manner provided in this Operating Agreement. If the Operating Agreement does not specify, profits and losses shall be allocated in proportion to the value of members' contributions.
A member is entitled to distributions before dissolution only to the extent and at the times specified in the Articles of Organization or Operating Agreement (Virginia Code Section 13.1-1031). No distribution may be made if, after giving it effect, the LLC could not pay its debts as they become due, or its total assets would be less than its total liabilities plus amounts needed to satisfy superior preferential rights on dissolution (Virginia Code Section 13.1-1035).
Unless otherwise provided in the Articles of Organization or this Operating Agreement, members vote in proportion to their contributions to the LLC, not equally per member, and a majority vote means the vote of members holding a majority of the voting power, not a majority of the number of members (Virginia Code Section 13.1-1022(B)). Members may act without a meeting by written consent of those holding the minimum votes needed, and may vote by proxy.
Consistent with Virginia Code § 13.1-1039, a member may transfer their economic interest in the LLC, but the transferee shall not become a member or exercise any rights of a member unless admitted as provided in this Operating Agreement.
A member may resign from the LLC only to the extent provided in writing in the Articles of Organization or an Operating Agreement (Virginia Code Section 13.1-1032). Resignation is one of several statutory events causing a member's dissociation (Virginia Code Section 13.1-1040.1); absent a contrary provision, dissociation does not by itself dissolve the LLC or entitle the dissociated member to an immediate distribution.
The LLC dissolves and must wind up its affairs upon the first to occur of: an event specified in writing in the Articles of Organization or Operating Agreement, unanimous written member consent, judicial dissolution, or automatic or involuntary cancellation of the LLC's existence (Virginia Code Section 13.1-1046). Winding up and the distribution of assets on dissolution are addressed separately (Virginia Code Sections 13.1-1048, 13.1-1049).
The LLC must maintain (or provide electronic access to) its member list, Articles of Organization, three years of tax returns, three years of financial statements, and any written Operating Agreement (Virginia Code Section 13.1-1028(A)). Each member may inspect and copy these records, and obtain other business and financial information, upon reasonable request (Virginia Code Section 13.1-1028(B)). These information rights may be restricted only in a written Operating Agreement approved by all members (Virginia Code Section 13.1-1028(C)).
If the Articles of Organization or Operating Agreement does not specify how the Operating Agreement may be amended, an amendment requires the agreement of all members (Virginia Code Section 13.1-1023(B)(2)). If an amendment procedure is specified, including any approval by a non-member or condition, the Operating Agreement may be amended only in that manner, though any required approval or condition may be waived by the person it protects (Virginia Code Section 13.1-1023(B)(3)).
Subject to any standards or restrictions set out in the Articles of Organization or an Operating Agreement, an LLC has the power to indemnify and hold harmless a member, manager, or other person, and to advance or reimburse that person's reasonable expenses in a proceeding before its final disposition (Virginia Code Section 13.1-1009(16)). Virginia's LLC Act does not itself cap or restrict this power; any limits are a matter for the Operating Agreement to define.
Frequently Asked Questions
It's the internal document where a Virginia LLC's sole owner sets the rules for running the business and handling profits. Virginia doesn't require it to be written, an oral or implied agreement is valid, but writing it down is the clearest proof the LLC is a real business, not a personal wallet.
Not by blanket legal requirement. Virginia allows an oral or implied operating agreement unless the Articles of Organization require writing (Va. Code Section 13.1-1023(B)(1)). But without a written one, state default rules fill every gap automatically, including contribution-based profit splits and voting rather than terms you choose.
Virginia's default LLC rules fill the gap. Profits, losses, and voting power are allocated based on the value of each member's capital contribution rather than however you'd choose to split them, which matters most once you bring on a second member (Va. Code Section 13.1-1029).
It supports that protection. Virginia law makes a charging order the exclusive remedy for a member's personal creditors against that member's LLC interest (Va. Code Section 13.1-1041.1). Virginia courts still apply ordinary veil-piercing principles to LLCs, so keeping business and personal finances separate still matters.
Virginia has no franchise tax. LLCs pay a flat $50 annual registration fee to the State Corporation Commission each year, due by the last day of the LLC's anniversary month, on top of the one-time $100 Articles of Organization filing fee (Va. Code Section 13.1-1062).
No. You file Articles of Organization ($100 fee) with the Virginia State Corporation Commission to form the LLC, but the operating agreement itself is an internal document. You keep it with your own business records; it's never submitted to the Commission.
Virginia doesn't use the duty-of-loyalty framework some states do. A manager, and any member who manages the LLC, must act in good faith business judgment of the LLC's best interests (Va. Code Section 13.1-1024.1). Whether an operating agreement can narrow that standard by contract is not clearly settled by statute.