Operating Agreement Template Va

OPERATING AGREEMENT FOR A VIRGINIA LIMITED LIABILITY COMPANY

Document ID: LLC-VA-OPER-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Commonwealth of Virginia

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LEGAL DISCLAIMER

This document is a template provided for informational and drafting purposes. It is designed to comply with the Virginia Limited Liability Company Act (Va. Code Ann. § 13.1-1000 et seq.). This template does not constitute legal advice. Operating Agreements are highly fact-specific; failure to customize these terms to the specific capital structure, tax elections, and management goals of the entity may result in unintended legal or tax consequences. Consult with qualified legal counsel licensed in the Commonwealth of Virginia before execution.

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ARTICLE I: PARTIES AND RECITALS

1.1 Parties: This Operating Agreement (the "Agreement") is entered into as of the [Effective Date], by and between the individuals/entities listed in Exhibit A (the "Members").

1.2 Formation: The Members have formed a Limited Liability Company under the laws of the Commonwealth of Virginia by filing Articles of Organization with the Virginia State Corporation Commission (the "Commission").

1.3 Purpose: The purpose of the Company is to engage in [General Business Purpose] and any other lawful business for which a limited liability company may be organized under the Virginia Limited Liability Company Act.

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ARTICLE II: CAPITAL CONTRIBUTIONS AND MEMBERSHIP

2.1 Initial Contributions: Each Member shall contribute the amount of capital set forth in Exhibit A in exchange for their respective Membership Interest.

2.2 Additional Contributions: No Member shall be required to make additional capital contributions unless unanimously approved by the Members.

2.3 Membership Interests: The Company’s capital shall be divided into [Number] Units or Percentage Interests as defined in Exhibit A.

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ARTICLE III: MANAGEMENT AND VOTING

3.1 Management Structure: The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, the [Name of Manager] shall serve as the Manager until removed or resigned.

3.2 Voting Rights: Except as otherwise provided by law or this Agreement, all decisions shall be made by a majority vote based on the percentage interest held by each Member.

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ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS

4.1 Profits and Losses: Net profits and losses shall be allocated to the Members in proportion to their respective Membership Interests.

4.2 Distributions: The Company shall make distributions of cash or other assets to Members at such times and in such amounts as determined by the [Manager/Majority Members].

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ARTICLE V: TRANSFERS AND DISSOLUTION

5.1 Restrictions on Transfer: No Member may sell, assign, encumber, or otherwise transfer their Membership Interest without the prior written consent of all other Members.

5.2 Dissolution: The Company shall be dissolved upon: (a) the written agreement of members holding a majority of interests; (b) the entry of a decree of judicial dissolution; or (c) any other event requiring dissolution under Virginia law.

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ARTICLE VI: INDEMNIFICATION AND LIABILITY

6.1 Limitation of Liability: No Member or Manager shall be liable to the Company or any Member for any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company.

6.2 Indemnification: To the fullest extent permitted by Virginia law, the Company shall indemnify and hold harmless any Member or Manager from any claim or liability arising out of their service to the Company.

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ARTICLE VII: DISPUTE RESOLUTION AND GOVERNING LAW

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

7.2 Dispute Resolution: Any dispute arising out of this Agreement shall be resolved through mandatory mediation. If mediation fails, the parties agree to submit to binding arbitration in [County/City], Virginia, under the rules of the American Arbitration Association.

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ARTICLE VIII: MISCELLANEOUS

8.1 Entire Agreement: This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements or understandings.

8.2 Amendments: This Agreement may be amended only by a written instrument signed by all Members.

8.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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ARTICLE IX: EXECUTION

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

FOR [MEMBER FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Preparation: Open this text in your preferred word processor. Use the "Find and Replace" function to locate all bracketed items (e.g., [Company Full Legal Name]) and input the accurate data.
2. Verification: Ensure that the "Management Structure" (Article III) aligns with the management designation selected in your Articles of Organization filed with the Virginia State Corporation Commission.
3. Capital Schedule: Create "Exhibit A" as an addendum. List each Member’s legal name, their home/business address, their specific capital contribution (USD), and their resulting ownership percentage.
4. Execution: Ensure all signatures are witnessed or, preferably, executed via a platform such as DocuSign or Adobe Sign, which provides a tamper-evident Audit Trail.
5. Record Retention: Under Va. Code § 13.1-1028, you must maintain a copy of the Operating Agreement, a list of current Members, and tax records at the principal office of the Company.
6. Annual Filing: Remember to file the annual report with the Virginia State Corporation Commission and pay the annual registration fee to maintain good standing.