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COMMONWEALTH OF VIRGINIA |
|
STATE CORPORATION COMMISSION |
LLC-1011 |
ARTICLES OF ORGANIZATION |
(10/11) |
OF A VIRGINIA LIMITED LIABILITY COMPANY |
Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:
1. The name of the limited liability company is
___________________________________________________________________________.
(The name must contain the words limited company or limited liability company or the abbreviation L.C., LC, L.L.C. or LLC)
2.A. The name of the limited liability company’s initial registered agent is
___________________________________________________________________________.
B.The initial registered agent is (mark appropriate box):
(1)an INDIVIDUAL who is a resident of Virginia and
a member or manager of the limited liability company.
a member or manager of a limited liability company that is a member or manager of the limited liability company.
an officer or director of a corporation that is a member or manager of the limited liability company.
a general partner of a general or limited partnership that is a member or manager of the limited liability company.
a trustee of a trust that is a member or manager of the limited liability company.
a member of the Virginia State Bar.
OR
(2) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.
3.A. The limited liability company’s initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is
__________________________________________________________,VA ______________.
(number/street) |
(city or town) |
(zip) |
B. The registered office is located in the county or city of ___________________________.
4.The limited liability company’s principal office address, including the street and number, is
______________________________________________________________________________.
(number/street) |
(city or town) |
(state) |
(zip) |
Organizer(s): |
|
|
|
|
__________________________________________________ |
_________________________ |
|
(signature) |
|
(date) |
|
__________________________________________________ |
_________________________ |
|
(printed name) |
|
(telephone number (optional)) |
PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public i i
SEE INSTRUCTIONS ON THE REVERSE
NOTES
Articles of organization can be completed and filed online, or submitted in PDF format to the Clerk’s Office for review and filing, by visiting our website at https://sccefile.scc.virginia.gov/NewEntity. (A user account is required.) This form can also be downloaded from our website at www.scc.virginia.gov/clk/dom_llc.aspx.
The articles must be in the English language, typewritten or printed in black, legible and reproducible.
This form contains the minimum number of provisions required by Virginia law to be set forth in the articles of organization of a Virginia limited liability company. If additional provisions are desired, then the complete articles of organization, including the additional provisions, must be typewritten on white, opaque paper, 8 1/2" by 11" in size, using only one side of a page, and be free of visible watermarks and background logos. A minimum of a 1" margin must be provided on the left, top and bottom margins of a page and 1/2" at the right margin. This form may not be filed with an attachment.
INSTRUCTIONS TO FORM LLC-1011
Name: The limited liability name must contain the words "limited company" or "limited liability company," or the abbreviation "L.C.," "LC," "L.L.C.," or "LLC." The proposed name must be distinguishable upon the records of the Commission. See § 13.1-1012 of the Code of Virginia. To check the availability of a limited liability company name, visit our website at https://sccefile.scc.virginia.gov/NameAvailability, or contact the Clerk’s Office Call Center at (804) 371- 9733 or toll-free in Virginia at 1-866-722-2551.
Registered agent: Paragraph 2.A. Provide the name of the registered agent. The limited liability company may not serve as its own registered agent. See §§ 13.1-1011 and 13.1-1015 of the Code of Virginia.
Paragraph 2.B. Check one box to indicate the qualification of the registered agent. Only an individual or entity that meets one of the qualifications may serve as the limited liability company’s registered agent. The sole duty of the registered agent is to forward to the limited liability company at its last known address any process, notice or demand that is served on the registered agent. See § 13.1-1015 of the Code of Virginia.
Registered office: Paragraph 3.A. The location of the registered office must be identical to the business office of the registered agent. The address of the registered office must include a street address. A rural route and box number may only be used if no street address is associated with the registered office’s location. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address or rural route and box number are associated with the registered office’s location.
Paragraph 3.B. Provide the name of the county or independent city where the registered office is physically located. Counties and independent cities in Virginia are separate local jurisdictions.
Principal office: The principal office is the office where the principal executive offices of the limited liability company are located. See § 13.1-1002 of the Code of Virginia. It is also the location at which the limited liability company is required to keep a current list of the full name and last known address of each member of the limited liability company, as well as the other limited liability company information and records specified in § 13.1-1028 of the Code of Virginia.
Paragraph 4. The principal office address must include a street and number, if one is associated with the principal office’s location. A rural route and box number may only be used if no street address is associated with the principal office’s location. A post office box is not acceptable given the statutory provisions set forth above as described at the beginning of this paragraph.
Organizer(s): The articles must be signed by one or more organizers and the printed name of the organizer must be set forth next to each signature. See § 13.1-1003 of the Code of Virginia.
It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. See § 13.1-1006 of the Code of Virginia.
Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 E. Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.
