Virginia: LLC Operating Agreement Requirements
The short answer
Virginia does not require a domestic LLC to adopt an operating agreement. A multi-member agreement generally may be oral unless the articles or a written agreement require a writing, but manager-management and several economic, information-right, and liability variations must be written. A sole member ordinarily uses a signed writing, and the Virginia Limited Liability Company Act supplies contribution-based voting, profit, loss, and distribution defaults when qualifying terms do not replace them.
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This is the general rule in Virginia. Ezel applies current Virginia law to your specific facts and answers with citations to the statutes.
| Governing law and document name | Virginia Limited Liability Company Act; 'operating agreement' (Va. Code §§ 13.1-1000 to -1123, especially §§ 13.1-1002, 13.1-1023) |
|---|---|
| Required or optional | Optional; members 'may' enter one, while statutory defaults govern absent qualifying terms (§§ 13.1-1022 to -1023, 13.1-1029 to -1030) |
| Permitted form and signatures | Generally need not be written, unless articles or a written agreement require it. Manager-management, altered economic allocations, information restrictions, liability limits, and certain assignee rules require writing; a sole member's unilateral terms require a signed writing (§§ 13.1-1022(A), 13.1-1023, 13.1-1025, 13.1-1028 to -1030, 13.1-1040(A)) |
| Adoption timing and effect | No general deadline; all members must initially agree. LLC existence begins with the Commission's certificate, and admission cannot be effective before formation (§§ 13.1-1004(B), 13.1-1023(B)(1), 13.1-1038.1(B)) |
| Single member and assent | A sole member may use a signed writing; an oral agreement works only between the member and LLC when a different person is manager. The LLC is bound without executing; no general later-member deemed-assent rule (§ 13.1-1023(A)) |
| Management and authority defaults | Member-managed unless articles or a written agreement provide for managers; contribution-weighted majority member action. Members are ordinary-course agents; to remove that status as to outsiders, the articles must specify manager management (§§ 13.1-1021.1, 13.1-1022, 13.1-1024) |
| Voting, economic, and transfer defaults | Votes, profits, losses, and distributions follow recorded contribution value; direct new-member admission is by majority managers or contribution-weighted member vote. An assignment transfers only economics unless the assignee is separately admitted, generally by the stated majority (§§ 13.1-1022(B)-(C), 13.1-1029 to -1030, 13.1-1038.1, 13.1-1039 to -1040) |
| Nonwaivable rules and duties | Terms cannot conflict with Virginia law or the articles. Participating managers/members owe the statutory good-faith-business-judgment standard; liability cannot be limited for willful misconduct or knowing criminal violations, and no amendment can retroactively reduce liability. Information restrictions require a unanimous written agreement; distribution limits, clawback, equitable enforcement, and judicial dissolution remain statutory (§§ 13.1-1023 to -1025, 13.1-1028, 13.1-1035 to -1036, 13.1-1047) |
| Amendment, filing, and records | Unanimous amendment unless articles/agreement provide another method; stated nonparty approvals and conditions control. Agreement is private and articles prevail over inconsistent terms. Keep or electronically provide any effective written agreement and required records for member inspection (§§ 13.1-1023(A)-(B), 13.1-1028) |
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Requirements one by one
Oral agreements work, but important Virginia choices require writing
For a multi-member LLC, § 13.1-1023(B)(1) says an agreement need not be written unless the articles
or an existing written agreement require a writing. That broad rule has important section-specific
exceptions. Manager management must appear in the articles or a written agreement
(§ 13.1-1022(A)). Different profit, loss, and distribution allocations must be written
(§§ 13.1-1029 to -1030). Written terms also control statutory liability limits, information-right
restrictions, and the default method for admitting an assignee (§§ 13.1-1025, 13.1-1028(C),
13.1-1040(A)).
A sole member has a narrower form rule. The Act recognizes the member's signed writing even if it
does not look like a bilateral contract. An unwritten agreement qualifies only when it is between
the member and the LLC and the company has a manager who is someone other than that member
(§ 13.1-1023(A)(2)).
Formation and agreement adoption are separate
The LLC exists when the State Corporation Commission issues its certificate of organization, unless
a permitted delayed date applies (§ 13.1-1004(B)). Virginia permits the company to commence without
members and supplies a signed-writing route for admitting its initial member or members
(§ 13.1-1038.1(A)(3)). An admission can never take effect before the company forms
(§ 13.1-1038.1(B)).
The Act gives no general operating-agreement deadline. Once the company has members, all of them
must agree to the initial agreement (§ 13.1-1023(B)(1)). The LLC is bound even if it does not execute
the agreement, but Virginia does not state a general rule deeming every later-admitted member to
assent to all existing terms.
Internal manager status and outsider agency do not use the same filing rule
Member management is the default. A written operating agreement can delegate management to one or
more managers, and manager decisions default to a majority of managers (§§ 13.1-1022(A),
13.1-1024(G)).
For third-party authority, § 13.1-1021.1 starts from the rule that each member is an ordinary-course
agent. Its manager-managed exception says a member loses agency status solely by membership if the
articles of organization specify manager management. A private manager clause may allocate
authority internally without giving outsiders the same public notice.
Contributions drive the default vote and economics
Member votes are proportional to contributions as adjusted, and a majority means holders of a
majority of that voting power (§ 13.1-1022(B)). Received contribution value recorded by the company
also controls default profit and loss shares (§ 13.1-1029) and distribution shares (§ 13.1-1030).
A different economic allocation must be written.
Direct admission after formation follows the agreement. If it gives no rule, a majority of managers
in a manager-managed LLC or the ordinary contribution-weighted member majority approves
(§ 13.1-1038.1). Assignment alone transfers only the assignor's economics, not management or member
rights (§ 13.1-1039). The assignee needs separate admission under § 13.1-1040, whose default is also
a stated majority excluding the assignor.
Virginia states its contract limits section by section
Virginia does not use one long nonwaivable-provisions list for ordinary LLCs. Section 13.1-1023(A)
instead allows terms only when they are consistent with Virginia law and the articles. A manager or
participating member must use good-faith business judgment concerning the LLC's best interests
(§ 13.1-1024.1(A), (D)).
Section 13.1-1025 supplies a statutory damages cap and permits a written agreement or the articles to
reduce or eliminate monetary liability, but not for willful misconduct or a knowing criminal-law
violation. An amendment cannot retroactively change the limitation for an earlier act or omission.
Information rights can be restricted only by a written original agreement or written amendment
approved by all members (§ 13.1-1028). Insolvency-based distribution limits, the two-year wrongful-
distribution clawback, equitable agreement enforcement, and judicial dissolution remain separate
statutory rules (§ 13.1-1035; § 13.1-1036; § 13.1-1023; § 13.1-1047).
Unanimity is the amendment default
If neither the articles nor the agreement gives an amendment method, every member must agree. If a
method requires a nonparty's approval or satisfaction of a condition, § 13.1-1023(B)(3) enforces it,
subject to the specified waiver rules.
The agreement is not publicly filed, and it cannot contradict the articles. Section 13.1-1028
requires the LLC to keep at its principal office or electronically provide members copies of any
then-effective written agreement, along with the listed formation, tax, financial, contribution,
distribution, and dissolution records.
What trips people up
Oral does not mean every clause can be oral. Virginia recognizes oral multi-member agreements,
but manager-management and alternative economic allocations are among the terms that need writing.
A private manager clause may not eliminate member agency to outsiders. Section 13.1-1021.1's
third-party rule looks to the articles for the manager-managed specification.
The voting default follows contributions, not headcount or a label on an exhibit. A majority vote
means a majority of contribution-based voting power unless valid terms replace the default.
Common questions
Does every Virginia LLC operating agreement need signatures?
No. A multi-member agreement generally need not be written. But a sole member's unilateral terms
must be in a signed writing, and several specific variations must be written.
Can a Virginia LLC form before it has a member?
Yes. Section 13.1-1038.1 expressly addresses an LLC with no members when its existence begins and
provides a signed-writing method for admitting the initial member or members.
Does assigning an interest make the assignee a voting member?
No. Section 13.1-1039 transfers only the assigned economic rights unless the assignee is separately
admitted under § 13.1-1040.
Statutes and sources
- Va. Code §§ 13.1-1002, -1004, -1021.1 to -1025, and -1028 to -1030 — definition,
formation, agency, management, form, assent, amendment, duties, liability, records, voting, and
economics. Official Virginia Law section pages (accessed 2026-07-26). - Va. Code §§ 13.1-1035 to -1040 and -1047 — distribution limits and clawback, admission,
assignment, assignee membership, and judicial dissolution. Official Virginia Law section pages
(accessed 2026-07-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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