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.
Maintained by Rapi Stack · 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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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 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).
The rest of what Virginia requires
The figures below are Virginia's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full Virginia page for that document.
- Security deposit cap · as of 2026
- 2 months' rent Va. Code §55.1-1226 ↗
- Deposit return deadline · as of 2026
- 45 days after move-out Va. Code §55.1-1226 ↗
- Notice to end a month-to-month tenancy · as of 2026
- 30 days Va. Code §55.1-1226 ↗
- Notice for unpaid rent · as of 2026
- 14 days to pay or quit Va. Code § 55.1-1245 (as amended eff. 7/1/2026); § 55.1-1253 ↗
- Notice to cure a lease violation · as of 2026
- 21 days Va. Code § 55.1-1245 (as amended eff. 7/1/2026); § 55.1-1253 ↗
- Small claims limit · as of 2026
- $5,000 Va. Code § 16.1-122.1 et seq. ↗
- Where you file · as of 2026
- Small Claims Division of the General District Court · filing fee Approximately $50-$75 total depending on locality, number of defendants, and service method (e.g., Prince William County GDC: $50 filing without sheriff service, $62 with service on one defendant); exact amount via the vacourts.gov GDC civil fee calculator. Va. Code § 16.1-122.1 et seq. ↗
- Rental application fee · as of July 2026
- Capped at $50 ($32 in HUD/public housing) Virginia Law ↗
- Bill of sale notarization · as of 2026
- Not required Virginia DMV (Form SUT-1, price certification) ↗
- Power of attorney signing · as of 2026
- Notarization recommended Va. Code §64.2-1603 ↗
- Recording a deed · as of 2026
- Clerk of the Circuit Court of the county or city where the land lies (Va. Code § 55.1-600) · no witnesses Va. Code §§ 55.1-600, 55.1-612 ↗
LLC operating agreement in other states
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