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Virginia, United States

Virginia LLC Operating Agreement

Set out who owns your Virginia LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.

Reflects current Virginia rules · 2026Official source linkedFree PDF · no signup · nothing uploaded

Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.

Virginia LLC act rules · as of 2026

Required by law?
No — but strongly recommended
Recognized form
members "may enter into any operating agreement to regulate or establish the affairs of the limited liability company"; "an operating agreement need not be in writing" (Va. Code § 13.1-1023(A)(1), (B)(1))
Governing act
Virginia Limited Liability Company Act (Va. Code Title 13.1, Chapter 12)

Without an agreement: Profits and losses "shall be allocated on the basis of the value ... of the contributions made by each member" as stated in required records — Va. Code Ann. § 13.1-1029. Source: Va. Code Ann. § 13.1-1023 · verify ↗.

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Operating Agreement

of __________ · State of Virginia

This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Virginia Limited Liability Company Act (Va. Code Title 13.1, Chapter 12), with its principal office at __________ .

1. Formation & purpose. The Company was formed under Virginia law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Virginia Limited Liability Company Act (Va. Code Title 13.1, Chapter 12).

2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.

3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.

4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.

5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the Virginia Limited Liability Company Act (Va. Code Title 13.1, Chapter 12)'s limits on distributions.

6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byVirginia law and is binding on the members, their successors, and assigns.

Member 1 signature / date
Member 2 signature / date

Generated with SealFormsReflects Virginia law · verified 2026

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    Why your Virginia LLC needs this — even single-member

    • It overrides the default rules. Without an agreement, the Virginia Limited Liability Company Act (Va. Code Title 13.1, Chapter 12) decides how profits are split and who can act for the company — not you.
    • It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
    • Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.

    Virginia law

    No — Virginia does not require an operating agreement (as of 2026): Not required. Va. Code § 13.1-1023(A)(1): members "may enter into any operating agreement" (permissive); § 13.1-1023(B)(1): "an operating agreement need not be in writing." Single-member LLC writings and certain oral arrangements are also recognized (§ 13.1-1023(A)(2)).. But without one, the default rules of the Virginia Limited Liability Company Act (Va. Code Title 13.1, Chapter 12) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Va. Code Ann. § 13.1-1023. Check the current Virginia LLC rules before relying on any default.

    Frequently asked questions

    Is an operating agreement required in Virginia?

    No — Virginia does not require an operating agreement (as of 2026): Not required. Va. Code § 13.1-1023(A)(1): members "may enter into any operating agreement" (permissive); § 13.1-1023(B)(1): "an operating agreement need not be in writing." Single-member LLC writings and certain oral arrangements are also recognized (§ 13.1-1023(A)(2)).. But without one, the default rules of the Virginia Limited Liability Company Act (Va. Code Title 13.1, Chapter 12) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Va. Code Ann. § 13.1-1023.

    Does a single-member LLC need an operating agreement?

    It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.

    Does the operating agreement get filed with the state?

    No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Virginia agency records it.

    Can the agreement be oral in Virginia?

    Virginia's statute recognizes: members "may enter into any operating agreement to regulate or establish the affairs of the limited liability company"; "an operating agreement need not be in writing" (Va. Code § 13.1-1023(A)(1), (B)(1)) (Va. Code Ann. § 13.1-1023). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.

    How does Virginia compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

    How Virginia compares

    Computed from our 51-jurisdiction dataset (as of 2026). Source for Virginia: Va. Code Ann. § 13.1-1023 ↗.

    • Virginia is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).

    LLC operating agreement in other states

    More Virginia legal forms

    Different state? See LLC operating agreements by state →