Sample Virginia LLC Operating Agreement + Free Generator

A Virginia LLC operating agreement sets out how the members share money, how they vote, and who runs the company. Virginia does not require one, and it does not require it to be in writing either. But three of the things people most want to control only change if they are written down — and one of them is your right to walk away.

This page explains what the Virginia Limited Liability Company Act actually says, with the section behind each point, and gives you a sample you can fill in online.

Virginia’s default protects whoever put the money in

This is worth stating plainly, because several states do the opposite. Va. Code §13.1-1030:

“Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes of members, on the basis provided in writing in the articles of organization or an operating agreement. If the articles of organization or an operating agreement do not so provide in writing, distributions shall be made on the basis of the value, as stated in the limited liability company records required to be kept pursuant to § 13.1-1028, of the contributions made by each member to the extent they have been received by the limited liability company.”

Note what the measuring stick actually is: not market value, not what anyone remembers putting in, but the value stated in the company’s records. So if one member contributes $90,000 and the other $10,000, and the records say so, §13.1-1030 allocates 90/10 rather than down the middle. Profits and losses follow the same contributions basis under §13.1-1029.

Michigan does the reverse: MCL 450.4303(1)(b) allocates “in equal shares to all members” whatever each contributed — though there, nothing can be distributed at all without unanimous approval under MCL 450.4304(2).

Voting follows contributions, not headcount

Va. Code §13.1-1022(B): unless the articles of organization or an operating agreement say otherwise, “the members of a limited liability company shall vote in proportion to their contributions to the limited liability company, as adjusted from time to time, and a majority vote … shall consist of the vote or other approval of members having a majority share of the voting power of all members.”

Read that against the money rule and the picture is consistent: in a Virginia LLC with no agreement, the member who funded the company both takes the larger share and controls the vote. If your intention was one member, one vote, put it in the agreement — and in writing, so it can be proved.

Written or not? What Virginia actually requires

Virginia says it outright. §13.1-1023(B)(1): “An operating agreement must initially be agreed to by all of the members. Unless the articles of organization or a written operating agreement specifically requires otherwise, an operating agreement need not be in writing.”

That is the majority position among states, not a quirk — Delaware, California and others allow oral or even implied agreements. Michigan takes the opposite route: MCL 450.4102(2)(r) defines an operating agreement as a written agreement.

So an oral operating agreement can exist in Virginia. What it cannot do is change the money: §13.1-1029 and §13.1-1030 displace the defaults only on a basis provided in writing, and §13.1-1022(A) requires writing for manager-management. The voting default in §13.1-1022(B) carries no writing requirement, so an oral agreement can change voting — but nobody should want to prove the terms of an oral agreement to a court years later. The practical rule: writing is legally required for the allocation clauses, and evidentially essential for everything else.

The same section adds something with real consequences: “A limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement.” The company is bound even though it never signed.

The clause people regret leaving out: resignation

Distributions you may have to give back

Two sections work together here. §13.1-1035 prohibits a distribution if, after making it, the company could not pay its debts as they come due or its total assets would fall below its total liabilities plus preferential rights. And §13.1-1036 supplies the consequence:

“If a member has received a distribution in violation of the articles of organization or an operating agreement or in violation of § 13.1-1035 of this chapter, then the member is liable to the limited liability company for a period of two years thereafter for the amount of the distribution wrongfully made.”

Two years of exposure, and note the first trigger: a distribution that violates the operating agreement itself. The agreement is not only how you decide who gets paid — it is one of the standards against which a payment can later be judged wrongful.

Single-member LLCs

Virginia legislates for this directly. Under §13.1-1023(A)(2), where an LLC has only one member, an operating agreement is deemed to include any writing signed by the member — regardless of whether that writing would otherwise constitute an agreement — provided it relates to the affairs of the company and the conduct of its business. A sole member documenting decisions in signed writing is building the operating agreement as they go.

What to put in a Virginia operating agreement

Provision	Why it matters in Virginia
Capital contributions	They are the measuring stick for distributions, profits and votes if you write nothing else (§§13.1-1029, 13.1-1030, 13.1-1022). Contributions may be cash, property, services or a binding promise to provide them (§13.1-1027(A)), and a member stays obliged to perform an enforceable promise even if death or disability prevents it (§13.1-1027(B)).
Allocation of distributions	Must be in writing to displace the contributions basis of §13.1-1030.
Allocation of profits and losses	Same requirement, separate section (§13.1-1029). Distributions and profit allocation are not the same thing.
Voting rights	Write it down if you want anything other than voting power proportional to contributions (§13.1-1022(B)).
Management structure	Manager-managed requires writing; member-managed is the default (§13.1-1022(A)).
Records	§13.1-1028 sets out the records the company must keep — and those records are exactly what the contributions basis is measured from.
Resignation, transfers and exit	The one people find out too late. Under §13.1-1032 a member may resign “only to the extent provided for in writing” — with nothing in writing, there is no right to walk away. Cover resignation, death, and sale to an outsider.
Amendment procedure	Without one, §13.1-1023(B)(2) requires all members to agree to any amendment. A 5% member can block a change.

Sample Virginia LLC operating agreement

Fill in the sample below and the document is generated in your browser — nothing is uploaded and there is no signup. Put the ownership percentages in explicitly: that is the clause that displaces the statutory defaults, and the one the statute insists must be in writing.

Virginia LLC operating agreement: common questions

Is an operating agreement required for a Virginia LLC?

No. Virginia does not require one, and §13.1-1023(B)(1) states that an operating agreement “need not be in writing”. The Act’s defaults apply until an agreement changes them.

Is there a sample Virginia LLC operating agreement I can use?

Yes — the generator above produces one you can fill in and adapt. Virginia does not publish an official form, and the agreement itself is not filed with the state — though provisions in the articles of organization, which are filed, count too.

How are profits split in a Virginia LLC with no agreement?

On the basis of the value of the contributions each member made, as stated in the company’s records (§13.1-1029 for profits and losses, §13.1-1030 for distributions).

Do members vote equally in a Virginia LLC?

Not by default. §13.1-1022(B) gives members votes in proportion to their contributions unless the articles of organization or an operating agreement provide otherwise.

Can a Virginia operating agreement be verbal?

Yes. §13.1-1023(B)(1) says an operating agreement “need not be in writing” unless the articles or a written agreement require otherwise. The limit is what an oral agreement can achieve: §§13.1-1029 and 13.1-1030 allow the profit and distribution defaults to be displaced only by a basis provided in writing, so an oral deal on the money leaves the statutory split running.

Can a member leave a Virginia LLC if there is no operating agreement?

§13.1-1032 provides that a member may resign “only to the extent provided for in writing in the articles of organization or an operating agreement”. With nothing in writing on the point, the Act gives no exit route.

Can we change a Virginia operating agreement later?

Only by the method the agreement itself sets out. If it sets out none, §13.1-1023(B)(2) requires all the members to agree to any amendment. Write the amendment procedure while everyone is still on good terms.

Is the LLC bound if it never signed the agreement?

Yes. §13.1-1023(A)(1): a limited liability company is bound by its operating agreement whether or not the company executes it.

Related

• Michigan LLC operating agreement — the opposite default: equal shares regardless of contributions, but nothing distributed without unanimous consent
• General LLC operating agreement template — the multi-state version
• LLC operating agreements by state
• All contract templates