Llc Operating Agreement Template Virginia

SINGLE-MEMBER / MULTI-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR A VIRGINIA LIMITED LIABILITY COMPANY

DOCUMENT CONTROL

• Effective Date: [Insert Date]
• Version: 1.0 (Standard Virginia Statutory Compliance)
• Jurisdiction: Commonwealth of Virginia (Va. Code Ann. § 13.1-1000 et seq.)

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OFFICIAL NOTICE & LEGAL DISCLAIMER

This document is a high-level legal template designed for a limited liability company formed under the Virginia Limited Liability Company Act. Membership interests in a limited liability company are securities under certain state and federal laws. Execution of this document affects legal and tax rights. Legal counsel and tax professionals should be retained to review structural capitalization, tax elections (such as S-Corporation status), and specific asset protection requirements prior to execution.

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ARTICLE I: COMPANY FORMATION & BASIC PROVISIONS

1.1 Formation

[Company Name], LLC (the "Company") was formed as a limited liability company on [Insert Date of Filing] by filing Articles of Organization with the Clerk of the Virginia State Corporation Commission (SCC) pursuant to the provisions of the Virginia Limited Liability Company Act (the "Act").

1.2 Name

The name of the Company is [Company Name], LLC.

1.3 Principal Place of Business

The principal office and place of business of the Company shall be located at [Insert Street Address, City, State, Zip], or such other location as the [Manager / Members] may determine from time to time.

1.4 Registered Agent and Office

The name of the initial registered agent of the Company is [Insert Name of Registered Agent]. The address of the initial registered office is [Insert Virginia Street Address, e.g., 123 Main St, Suite 100, Richmond, VA 23219], which must be a physical address in the Commonwealth of Virginia.

1.5 Term

The term of the Company shall be perpetual unless dissolved in accordance with the provisions of this Operating Agreement or the Act.

1.6 Purpose

The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act.

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ARTICLE II: CAPITAL CONTRIBUTIONS & CAPITAL ACCOUNTS

2.1 Initial Capital Contributions

Each Member has contributed, or shall contribute upon execution of this Agreement, cash, property, or services to the Company in the amounts and/or values set forth in Schedule A attached hereto.

2.2 Percentage Interests

The percentage interest of each Member in the Company (the "Percentage Interest") shall be as set forth in Schedule A. Percentage Interests shall be used to determine voting power, allocations of profits and losses, and distributions.

2.3 Additional Capital

No Member shall be required to make any additional capital contributions to the Company unless unanimously agreed upon in writing by all Members.

2.4 Capital Accounts

A separate capital account shall be maintained for each Member in accordance with Internal Revenue Code (IRC) Section 704(b) and Treasury Regulations thereunder.

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ARTICLE III: PROFITS, LOSSES, AND DISTRIBUTIONS

3.1 Allocation of Profits and Losses

The net profits and net losses of the Company shall be allocated to the Members in proportion to their respective Percentage Interests set forth in Schedule A.

3.2 Distributions

Distributions of cash or other assets shall be made at such times and in such amounts as determined by the [Manager / Members], allocated pro-rata in accordance with the Members' respective Percentage Interests. No distribution shall be made if, after giving effect to the distribution, the Company would not be able to pay its debts as they become due in the usual course of business, or the Company's total assets would be less than its total liabilities (Va. Code Ann. § 13.1-1035).

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ARTICLE IV: MANAGEMENT & VOTING

4.1 Management Structure

Select one option by initialing:

• [ ] Member-Managed: The business and affairs of the Company shall be managed by all of its Members.
• [ ] Manager-Managed: The business and affairs of the Company shall be managed by one or more Managers designated pursuant to Article 4.3.

4.2 Voting Rights

Except as otherwise required by the Act or this Agreement, decisions of the Members shall require the affirmative vote of Members holding a majority ([51% or greater / 100% for unanimous]) of the Percentage Interests.

4.3 Designation of Manager(s) (If Manager-Managed)

The initial Manager(s) of the Company shall be [Insert Full Legal Name of Manager]. The Manager shall hold office until resignation, removal, or death.

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ARTICLE V: TRANSFERS & WITHDRAWALS

5.1 Transfer Restrictions

No Member may sell, assign, transfer, pledge, mortgage, encumber, or otherwise dispose of all or any part of their Membership Interest (a "Transfer") without the prior written consent of [all other Members / a majority of the Members].

5.2 Right of First Refusal

If a Member desires to transfer all or part of their Membership Interest to a third party, the Company and/or the remaining Members shall have a right of first refusal to purchase the interest under the same terms and conditions offered by the third party.

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ARTICLE VI: DISSOLUTION & WINDING UP

6.1 Dissolution

The Company shall dissolve upon the occurrence of any of the following:

1. The written determination of [Members holding a majority of Percentage Interests / Unanimous Members] to dissolve.
2. The entry of a decree of judicial dissolution under Va. Code Ann. § 13.1-1047.
3. Any other event causing dissolution under the Act.

6.2 Winding Up

Upon dissolution, the Company shall cease carrying on its business, and a liquidating trustee (who may be a Manager or Member) shall wind up the Company's affairs, pay its creditors, and distribute any remaining assets to the Members in accordance with their Capital Accounts and Percentage Interests.

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ARTICLE VII: MISCELLANEOUS PROVISIONS

7.1 Governing Law

This Agreement, and all claims or causes of action arising out of or relating to this Agreement, shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.

7.2 Amendments

This Agreement may be amended, modified, or changed only through a written instrument executed by [all Members / Members holding a majority of Percentage Interests].

7.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

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ARTICLE VIII: EXECUTION & SIGNATURES

IN WITNESS WHEREOF, the sole Member / all Members have executed this Operating Agreement as of the Effective Date written above.

MEMBER 1:

Signature: ___________________________________________
Printed Name: [Full Legal Name]
Title: [Member / Manager]
Date: [Date]
Percentage Interest: [Insert %]%

MEMBER 2 (If applicable):

Signature: ___________________________________________
Printed Name: [Full Legal Name]
Title: [Member / Manager]
Date: [Date]
Percentage Interest: [Insert %]%

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SCHEDULE A: CAPITAL CONTRIBUTIONS & PERCENTAGE INTERESTS

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Review and Customize: Replace all bracketed placeholder text (e.g., [Company Name], [Insert Date]) with accurate factual information. Ensure that Schedule A accurately reflects financial capitalization.
2. Execution: Have all Members and Managers sign and date the signature block in the presence of a notary public (notarization is optional under Virginia law but strongly recommended for evidentiary and banking purposes).
3. Internal Records Maintenance: Pursuant to Va. Code Ann. § 13.1-1019, a Virginia LLC is required to maintain specific records (including a copy of this Operating Agreement, Articles of Organization, and tax returns) at its principal place of business. Do not file this Operating Agreement with the Virginia State Corporation Commission; it is a private internal document.
4. Federal Compliance (EIN): Apply for an Employer Identification Number (EIN) via the IRS website immediately following execution of this document.
5. State Annual Registration: Ensure the LLC files its annual registration fee with the Virginia State Corporation Commission on or before the last day of the month in which the company was originally formed each year to maintain good standing.