Is an operating agreement required for Virginia LLCs?

This page has not confirmed whether Virginia law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Virginia requires, check the website of the state agency that registers LLCs in Virginia, or ask a business attorney licensed in Virginia.

Can I write my own Virginia LLC operating agreement?

Yes, you can write your own Virginia LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Virginia's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Virginia, and consider having a business attorney licensed in Virginia review your draft before the members sign it.

Does a Virginia LLC operating agreement need to be notarized?

This page has not confirmed whether Virginia law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

Can a Virginia LLC operating agreement be amended after signing?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Virginia's LLC law can apply, so check them, or ask a Virginia business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Virginia uses a separate filing, the Articles of Amendment.

Virginia LLC Operating Agreement: What to Include

Protect your business with a comprehensive operating agreement that meets Virginia's requirements and establishes clear rules for your LLC.

By Edmond Hui · Last updated: October 2026

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Key sections of a Virginia LLC operating agreement, listing the 7 provisions the document should cover. — What a Virginia operating agreement should contain, section by section. Source: Virginia State Corporation Commission.

State Requirements

Special Rules

Where the agreement is silent, the default rules in Virginia's LLC law can apply.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of your Virginia LLC and prevents future disputes.

Management structure

Specify whether your LLC will be member-managed or manager-managed, and outline the roles and responsibilities of managers or managing members. Virginia law allows both structures with different default rules.

Voting rights

Establish voting procedures, quorum requirements, and what decisions require member approval. Virginia's default rule gives voting rights proportional to ownership interests unless your operating agreement states otherwise.

Profit/loss allocation

Detail how profits and losses will be distributed among members, including timing of distributions. Where the agreement is silent, the default rules in Virginia's LLC law can apply.

Member duties

Outline fiduciary duties, restrictions on competing businesses, and confidentiality obligations. Virginia law imposes certain duties on members and managers that can be modified through your operating agreement.

Dissolution process

Define events that trigger dissolution, winding up procedures, and asset distribution methods. This prevents confusion and legal disputes when the LLC needs to be dissolved.

Amendment procedures

Establish how the operating agreement can be modified, including required member approval percentages. Virginia allows operating agreements to be amended as specified in the document itself.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Virginia law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Virginia requires, check the website of the state agency that registers LLCs in Virginia, or ask a business attorney licensed in Virginia.
: Yes, you can write your own Virginia LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Virginia's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Virginia, and consider having a business attorney licensed in Virginia review your draft before the members sign it.
: This page has not confirmed whether Virginia law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Virginia's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Virginia before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Virginia's LLC law can apply, so check them, or ask a Virginia business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Virginia uses a separate filing, the Articles of Amendment.

Sources

3 documents

Each entry below is a document recorded in our verified Virginia sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Virginia statute: Virginia Code § 13.1-1023 (operating agreement)
Virginia statute: Virginia Code § 13.1-1000 et seq. (LLC Act)
scc.virginia.gov/businesses/Virginia State Corporation Commission: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

State Requirements

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Virginia LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

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Ready to Form Your Virginia LLC?

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