Operating Agreement for Single Member Llc Virginia Template

SINGLE-MEMBER LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR [Company Full Legal Name], LLC

---

DOCUMENT CONTROL & METADATA

• Document ID: CORPAC-VA-SMLLC-01
• Effective Date: [Effective Date]
• Version: 1.0 (Institutional Grade)
• Governing Jurisdiction: Commonwealth of Virginia (Virginia Limited Liability Company Act, Va. Code Ann. § 13.1-1000 et seq.)

---

STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This legal instrument is designed for a single-member limited liability company formed under the laws of the Commonwealth of Virginia. Operating agreements govern the internal affairs of a limited liability company and the relations among the member, managers, and the company. While Virginia law permits oral, implied, or written operating agreements, maintaining a comprehensive written operating agreement is vital for preserving corporate veil protection, establishing financial separation, and complying with statutory defaults. Legal counsel should be consulted to ensure specific tax elections (such as S-Corporation status) and asset-protection strategies are correctly integrated.

---

PARTIES & RECITALS

This Single-Member Limited Liability Company Operating Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:

1. [Company Full Legal Name], LLC, a Virginia limited liability company (the "Company"), having its principal place of business at [Principal Address]; and
2. [Client Full Legal Name] (solely in their capacity as the sole member and initial manager of the Company), residing at or having a principal address at [Principal Address] (the "Member").

RECITALS:

• WHEREAS, the Company was formed as a limited liability company on [Date of Formation] by the filing of Articles of Organization with the State Corporation Commission of the Commonwealth of Virginia pursuant to the Virginia Limited Liability Company Act (Va. Code Ann. § 13.1-1000 et seq.);
• WHEREAS, the Member desires to adopt this written Operating Agreement to govern the management, operations, financial affairs, and dissolution of the Company; and
• WHEREAS, the Member is the sole owner of all issued and outstanding membership interests of the Company and intends for this instrument to serve as the sole and binding operating agreement of the Company.

NOW, THEREFORE, in consideration of the mutual covenants, rights, and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member agrees as follows:

---

ARTICLE I: COMPANY FORMATION, NAME, AND PRINCIPAL OFFICE

1.1 Formation

The Company has been organized as a Virginia limited liability company by filing Articles of Organization with the State Corporation Commission of the Commonwealth of Virginia in accordance with the provisions of the Virginia Limited Liability Company Act (the "Act"). The rights and liabilities of the Member shall be determined pursuant to the Act and this Agreement. To the extent this Agreement is inconsistent with any non-mandatory provisions of the Act, this Agreement shall control to the maximum extent permitted by law.

1.2 Name

The name of the Company is [Company Full Legal Name], LLC. All business of the Company shall be conducted under this name or such other name or names as the Member may select and properly register in compliance with applicable law.

1.3 Principal Place of Business

The principal office and place of business of the Company shall be located at [Principal Address], or such other place within or outside the Commonwealth of Virginia as the Member may determine from time to time upon providing appropriate notice.

1.4 Registered Agent and Office

The name and address of the registered agent for service of process on the Company in the Commonwealth of Virginia shall be:

• Registered Agent Name: [Registered Agent Name]
• Registered Office Address: [Registered Office Address, including City, State, and Zip Code (must be a physical address in Virginia, not a P.O. Box)]

The Member may change the registered agent or registered office from time to time by filing the appropriate statutory statements with the State Corporation Commission of the Commonwealth of Virginia.

1.5 Term

The term of the Company commenced upon the filing of its Articles of Organization with the State Corporation Commission of the Commonwealth of Virginia and shall continue perpetually unless and until dissolved in accordance with the provisions of this Agreement or applicable provisions of the Act.

1.6 Purpose and Scope

The purpose of the Company is to engage in any and all lawful acts or activities for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion, or attainment of the business purposes of the Company.

---

ARTICLE II: CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS

2.1 Initial Capital Contribution

The Member has contributed, or concurrently with the execution of this Agreement shall contribute, cash, property, or services to the Company in the amount of $[Amount in USD] (the "Initial Capital Contribution"). The receipt of such contribution is hereby acknowledged by the Company. Such contribution shall be credited to the Member's capital account.

2.2 Additional Capital Contributions

The Member is not required to make any additional capital contributions to the Company. However, the Member may make such additional capital contributions to the Company as the Member deems necessary or advisable for the operation of the Company's business. No additional capital contributions shall increase any other obligations or expand any rights except as expressly determined by the Member.

2.3 Capital Accounts

A separate capital account shall be maintained for the Member in accordance with United States federal income tax accounting principles. The capital account shall be credited with the Member's capital contributions, allocated shares of Company profits, and any income or gain; and shall be debited by the Member's capital withdrawals, allocated shares of Company losses, deductions, and expenses.

2.4 Liability of Member

The Member shall not be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a member or manager of the Company, whether arising in contract, tort, or otherwise, except as otherwise explicitly provided by the Act or other applicable law.

2.5 Nature of Membership Interest

A membership interest in the Company is personal property. The Member's interest shall consist of 100% of the economic rights, allocation of profits and losses, distribution rights, and management rights in the Company.

---

ARTICLE III: PROFITS, LOSSES, AND DISTRIBUTIONS

3.1 Allocation of Profits and Losses

All net profits and net losses of the Company (as computed for book and tax purposes) shall be allocated one hundred percent (100%) to the Member.

3.2 Distributions

The Member may declare and pay distributions of available cash from time to time, in such amounts and at such times as the Member in their sole discretion shall determine, subject to the limitations of the Act. No distribution shall be declared and paid if, after giving effect to the distribution, the Company's total liabilities would exceed the fair value of the Company's assets, or if the distribution is prohibited by the Act.

3.3 Tax Status

For federal and state income tax purposes, the Company shall be classified as a disregarded entity (sole proprietorship) pursuant to Treasury Regulation § 301.7701-3, unless the Member affirmatively elects to have the Company taxed as a corporation by filing Form 8843 or Form 2553 with the Internal Revenue Service. All items of income, gain, loss, deduction, and credit shall be reported by the Member on their personal federal and state income tax returns.

---

ARTICLE IV: MANAGEMENT AND GOVERNANCE

4.1 Management Structure

The Company shall be operated as a Member-Managed limited liability company pursuant to Va. Code Ann. § 13.1-1022. The Member shall have the sole, exclusive, and full power, authority, and discretion to manage, control, and operate the business, affairs, and properties of the Company, to make all decisions regarding Company matters, and to bind the Company to contracts and legal obligations.

4.2 Authority of the Member

The Member is authorized to execute all documents, instruments, and agreements on behalf of the Company, including, without limitation:

• Entering into contracts, leases, and agreements in the ordinary course of business;
• Opening and managing Company bank accounts, credit lines, and financial facilities;
• Hiring and firing employees, independent contractors, and professional advisors;
• Acquiring, holding, encumbering, and disposing of Company assets; and
• Incurring indebtedness and granting security interests in Company property.

4.3 Officers

The Member may, from time to time, designate one or more individuals as officers of the Company, such as President, Chief Executive Officer, Secretary, or Treasurer. Officers shall have the titles, powers, and duties delegated to them by the Member. Any officer may be removed by the Member at any time, with or without cause.

4.4 Reliance by Third Parties

Third parties dealing with the Company are entitled to rely conclusively on the power and authority of the Member (or any officer duly authorized in writing by the Member) to bind the Company. No third party shall be required to inquire into the authority of the Member to execute any instrument or undertake any transaction on behalf of the Company.

---

ARTICLE V: BOOKS, RECORDS, AND BANKING

5.1 Books and Records

The Company shall maintain accurate and complete books and records of accounts, minutes of the proceedings of the Member, a list of the name and address of the Member, and copies of this Agreement and the Articles of Organization at its principal place of business. Such books and records shall be kept in accordance with generally accepted accounting principles consistently applied.

5.2 Fiscal Year

The fiscal year of the Company shall begin on the 1st day of January and end on the 31st day of December of each calendar year.

5.3 Bank Accounts

All funds of the Company shall be deposited in a separate bank account or accounts maintained in the name of the Company. Under no circumstances shall Company funds be commingled with the personal funds of the Member. Checks, drafts, and withdrawals shall be signed by the Member or such other persons as authorized by the Member.

---

ARTICLE VI: TRANSFERS AND ASSIGNMENTS

6.1 Transfer of Membership Interest

The Member may sell, assign, transfer, pledge, mortgage, encumber, or otherwise dispose of ("Transfer") all or any part of their membership interest in the Company at any time, without restriction, to any individual, trust, corporation, partnership, or other legal entity.

6.2 Admission of Transferee as a Member

Upon the complete Transfer of the Member’s entire membership interest, the transferee shall automatically be admitted as a substitute member of the Company, possessing all the rights, powers, and obligations of the transferring Member, without requiring the consent of any third party. The transfer shall be fully effective upon the execution of a written instrument of transfer and entry of the transferee upon the books and records of the Company.

---

ARTICLE VII: DISSOLUTION, LIQUIDATION, AND TERMINATION

7.1 Dissolution

The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following:

• The written determination of the Member to dissolve the Company;
• The entry of a decree of judicial dissolution under Va. Code Ann. § 13.1-1061; or
• Any other event causing dissolution under the Act, except to the extent that such event is overridden by the terms of this Agreement.

7.2 Bankruptcy or Death of Member

Neither the death, incapacity, bankruptcy, retirement, resignation, nor expulsion of the Member shall cause the dissolution of the Company. Upon any such event, the personal representative, executor, administrator, guardian, trustee, or successor in interest of the Member shall automatically succeed to all rights and obligations of the Member for the purpose of settling the estate or administering the membership interest, and shall have the power to continue the business of the Company.

7.3 Liquidation

Upon dissolution of the Company, the Member (or a designated liquidating trustee) shall proceed to wind up the business and affairs of the Company in accordance with the Act. The assets of the Company shall be applied in the following order of priority:

• First, to the payment and discharge of all debts and liabilities of the Company to creditors (including expenses of liquidation);
• Second, to the establishment of any reasonable reserves deemed necessary for contingent or unforeseen liabilities or obligations of the Company; and
• Third, the balance, if any, shall be distributed to the Member.

7.4 Articles of Cancellation

Upon the completion of the winding up of the Company, the Member (or authorized representative) shall promptly execute and file Articles of Cancellation with the State Corporation Commission of the Commonwealth of Virginia pursuant to Va. Code Ann. § 13.1-1053, at which point the existence of the Company shall cease.

---

ARTICLE VIII: INDEMNIFICATION

8.1 Indemnification of Member and Management

The Company shall indemnify, defend, and hold harmless the Member, and any manager, officer, employee, or agent of the Company (each, an "Indemnitee"), to the fullest extent permitted by Virginia law, from and against any and all losses, claims, damages, liabilities, expenses (including reasonable legal fees and disbursements), judgments, fines, and settlements incurred by any Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, arising out of or relating to the performance of their duties on behalf of the Company, provided that such acts did not constitute gross negligence, willful misconduct, or a knowing violation of law.

8.2 Advancement of Expenses

Expenses incurred by an Indemnitee in defending any such claim, action, suit, or proceeding may be advanced by the Company prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company.

---

ARTICLE IX: MISCELLANEOUS PROVISIONS

9.1 Governing Law and Jurisdiction

This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the internal laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. The Member hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts located in the county or city of the principal place of business in Virginia, or the United States District Court for the district encompassing the same, for any actions arising out of or relating to this Agreement.

9.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected, impaired, or invalidated.

9.3 Entire Agreement

This Agreement, together with the Articles of Organization, constitutes the entire agreement between the Member and the Company with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

9.4 Amendments

This Agreement may be amended, modified, or supplemented only by a written instrument executed by the Member. No oral modification or waiver of any provision hereof shall be binding upon the Company or the Member.

9.5 Binding Effect

Except as otherwise provided herein, this Agreement shall be binding upon, and shall insure to the benefit of, the Member and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

9.6 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, email attachment (PDF), or electronic signature platform shall be effective as delivery of an original executed counterpart.

---

ARTICLE X: EXECUTION & SIGNATURES

IN WITNESS WHEREOF, the sole Member has executed this Operating Agreement as of the Effective Date set forth above.

FOR [COMPANY FULL LEGAL NAME], LLC:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: Sole Member and Manager
Company: [Company Full Legal Name], LLC
Date: [Date]

FOR THE SOLE MEMBER:

Signature: _____________________________________
Printed Name: [Client Full Legal Name]
Title: Sole Member
Date: [Date]

---

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Preparation:

   • Open this template in Microsoft Word, Google Docs, or an equivalent word processor.
   • Locate all bracketed placeholder text (e.g., [Company Full Legal Name], [Principal Address], [Effective Date], [Amount in USD]).
   • Replace all bracketed items with the precise legal data matching the Virginia State Corporation Commission Articles of Organization filing. Ensure the Registered Agent name and physical Virginia address are exact.

2. Signatory Verification:

   • Verify that the individual executing as Sole Member holds legal capacity and authority to bind the entity. For single-member LLCs, this is typically the sole organizer or designated member.

3. Digital or Wet-Ink Execution:

   • Print two physical copies for wet-ink execution, or upload the finalized document into an enterprise-grade electronic signature platform (such as DocuSign, Adobe Sign, or HelloSign).
   • Ensure both the company signature block and the individual member signature block are fully executed with the correct date.

4. Corporate Record Retention:

   • File the fully executed Operating Agreement in the official Company Corporate Binder (physical record) and save an encrypted digital copy in the permanent cloud document repository.
   • Provide a copy to the Company’s CPA/tax accountant to support the entity's tax classification and bank account opening requirements. Do not file the Operating Agreement with the Virginia State Corporation Commission; it is an internal governance document.