A Virginia LLC operating agreement is a document that sets out how a limited liability company runs its business and how its members deal with each other. Virginia lets members enter into any operating agreement it wants.[1] Build a free Virginia LLC operating agreement template on this page and fill it out online. Our national LLC operating agreement template page covers any state.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Virginia law. If you notice an error or outdated information, please contact us.
Depending on the number of members in a Virginia limited liability company, you can choose between two main types of operating agreement.
- Single-Member LLC Operating Agreement. A sole owner uses this version to record how the company is run and what its business policies are. Virginia treats any writing signed by a sole member that relates to the company's affairs as part of the operating agreement.[1]
- Multi-Member LLC Operating Agreement. This version is for a company with more than one member. It records how the members manage the company and how they deal with each other on business and money matters. An operating agreement must initially be agreed to by all of the members.[1]
Because Virginia lets members enter into any operating agreement, you can build one with the form at the top of this page or write your own.[1] If you write your own, many agreements include the following provisions.
- Introduction. The effective date, and whether the agreement is for one member or several.
- Company description. The company's name, address, formation date, purpose and type of business activity.
- Owners' details. For a multi-member LLC, each member's investment, interest, rights and duties.
- Management. Transfers of interest, major meetings, admission of new members and withdrawals.
- Tax matters. How the company handles taxes and shares profits.
- Dissolution. The events after which the company is wound up.
- Signatures. Each member signs to show agreement to the terms.
Add any other provisions that suit your business. If you are unsure what to include, ask an attorney.
What Does Virginia Law Say About LLC Operating Agreements?
Virginia's limited liability company law covers operating agreements in Va. Code Ann. § 13.1-1023. The statute lets members set up the agreement they want. It requires every member to agree to it at the start, and it binds the LLC to it whether or not the LLC signs it.[1]
The members of a limited liability company may enter into any operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members.
Provisions a Virginia operating agreement may contain
Under Section 13.1-1023, an operating agreement may do the following.[1]
- Contain any provision about the LLC's affairs and the conduct of its business, as long as the provision is not inconsistent with the laws of the Commonwealth or the articles of organization
- Provide rights to any person, including a person who is not a party to the agreement, to the extent the agreement sets out those rights
Written, oral and single-member agreements
Unless the articles of organization or a written operating agreement specifically requires otherwise, an operating agreement need not be in writing. So an oral operating agreement can be valid in Virginia.[1] Even so, a signed written agreement gives every member the same terms to point to later.
A single-member LLC can have an operating agreement too. If a limited liability company has only one member, its operating agreement is deemed to include the following.[1]
- Any writing signed by the member that relates to the affairs of the LLC and the conduct of its business, whether or not the writing is an agreement
- Any agreement between the member and the LLC that relates to the LLC's affairs and the conduct of its business, whether or not it is in writing, if the LLC has a manager who is a person other than the member
Changing the agreement
How an operating agreement may be amended depends on what the articles of organization or the agreement say about it. The rules come from Section 13.1-1023.[1]
- If neither the articles of organization nor the operating agreement provides a method, all of the members must agree to any amendment.
- If either one does provide a method, the agreement may be amended only in that manner or as otherwise permitted by law. The method can require the approval of a person who is not a party to the agreement, or require conditions to be met. The approval of any person may be waived by that person, and the conditions may be waived by all persons for whose benefit they were intended.
Decide how changes will be made before you sign. If you do not write an amendment method into the agreement, every member has to agree to each change, unless the articles of organization provide one.[1]
Enforcing the agreement
A court of equity may enforce an operating agreement by injunction or by other relief that the court, in its discretion, determines to be fair and appropriate in the circumstances. As an alternative, when § 13.1-1047 applies, the court may order the LLC dissolved.[1]
The FormsPal Virginia LLC operating agreement is a single-member agreement signed by one member. Work through the parts below in the order they appear on the form. The form has one signature block for the member and no witness or notary block.
- Title and preamble (page 1). Enter the LLC's name, the state, the date and the Member's name. The form already prints the year 2021 after the date line, so check it before you sign. Add the filing date of the Articles of Organization and the LLC statute the form refers to.
- Sections 1 to 3: name, office and registered agent (page 1). Repeat the LLC name in Section 1, enter the principal business office in Section 2, and enter the registered agent's name and address in Section 3. Sections 4 and 5 have no blanks.
- Section 6: Purposes (page 2). Check one box. Either describe the business in the blank or choose "All matters permitted by applicable law."
- Section 8: Managers (page 2). Enter the initial number of Managers. Their names go on Schedule B.
- Section 8(g): Compensation of Managers (pages 3 and 4). Check one box. Either Managers may be paid expenses and a fixed sum or salary, or there is no compensation or reimbursement.
- Section 9: Officers (page 4). Check the box for no Officers or the box for having Officers. If you choose Officers, list them on Schedule B.
- Section 15: Fiscal Year (page 6). Enter the date the fiscal year starts and the date it ends.
- Section 30: Effectiveness (page 10). Enter the date the Articles of Organization were filed, the same date used in the opening paragraph.
- Signature block (page 11). Sign on the "By" line as Member and print your name and title.
- Schedule A: Definitions (page 12). Enter the Articles of Organization filing date in the definition of that term.
- Schedule B: Member, Managers and Officers (page 14). Enter the Member's name and address, then the initial Managers and, if Section 9 has Officers, the initial Officers. There is room for six of each.
- Schedule C: Capital contribution (page 15). Describe what the Member contributes to the company on the "Insert Description" line.
Read the finished agreement all the way through before you sign. Keep a signed copy with your company records.
Forming in a neighboring state instead? FormsPal has operating agreement templates for Maryland, North Carolina, West Virginia, Kentucky and Tennessee.
Frequently Asked Questions
A Virginia LLC operating agreement is the members' own agreement about the affairs of the company. The answers below draw on Section 13.1-1023. Each answer sticks to what that section says, so you can check it against the official text.[1]
Can I write my own operating agreement for my LLC?
Yes. Under Section 13.1-1023, members may enter into any operating agreement for the affairs of the LLC, its business and the relations of its members.[1] You can start from the FormsPal template on this page and set the terms within the limits described above.
Can a Virginia LLC operating agreement be oral?
It can be. Unless the articles of organization or a written operating agreement specifically requires otherwise, an operating agreement need not be in writing.[1] A signed written copy is still easier to point to later.
Can a single-member LLC have an operating agreement in Virginia?
Yes. A single-member LLC's operating agreement is deemed to include any writing the member signs that relates to the company's affairs and the conduct of its business.[1] FormsPal also has a general single-member LLC operating agreement template and a multi-member LLC operating agreement template.
Who has to agree to a Virginia LLC operating agreement?
Every member has a say, both at the start and when the agreement changes.[1]
- At the start, an operating agreement must initially be agreed to by all of the members.
- Later, all of the members must agree to any amendment if neither the articles of organization nor the agreement provides a method of amendment.
General information, not legal or tax advice.
Sources
- Va. Code Ann. § 13.1-1023.
Published: Apr 2, 2022
Mara has been practicing estate planning and trust law in California since 2003, taking pride in helping clients of all backgrounds and asset profiles form a complete and customized estate plan. Her specialties are: estate planning, wills and trusts, trust and probate administration.
