A Virginia LLC Operating Agreement is a legal document that outlines how a Virginia LLC will be run. Virginia LLC Operating Agreements list all LLC owners (known as “Members”), their contribution amounts, and their ownership interest percentages. They also establish the general operating rules of your LLC, including how voting will work, buy-out provisions, and the management structure.
The state of Virginia does not require an LLC Operating Agreement, but it may still be recommended for many LLCs. Without an Operating Agreement, disputes are governed by the default LLC operating rules outlined in Virginia law (VA Code § 13.1). These state rules may work fine for simple business arrangements, but they might not be the best fit when members' contributions and ownership percentages differ significantly. They may also fall short of expectations when what you want is more flexibility in defining operating rules and roles beyond the state's standard provisions. LLC Operating Agreements also can help maintain a clear separation between personal and business affairs, which is particularly valuable for protecting the limited liability status of single-member LLCs.
Additionally, even though the state may not require LLC Operating Agreements, they could still be necessary when dealing with business partners, investors, or financial institutions. These outside entities often expect to see a formal agreement in place to understand how the LLC operates and how potential disputes are resolved.
Many business owners opt to register their LLC after creating an LLC Operating Agreement. If this sounds like you, Rocket Lawyer can make your next step easy.
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