LLC Amendment and Legal-Name-Change Filing Requirements in Virginia
At a glance
| Governing law and covered public record | Virginia Limited Liability Company Act, Va. Code Ch. 12; amend the public Articles of Organization through Articles of Amendment filed with the State Corporation Commission, or file Articles of Restatement (§§ 13.1-1000, 13.1-1014 to -1014.1) |
|---|---|
| Mandatory, permitted, and restatement routes | May add/change a required or permitted articles provision or delete one no longer required at any time; the Act states no general duty to amend every later inaccuracy. May restate at any time, with or without amendments; effective restatement supersedes the original articles and all amendments (§§ 13.1-1014 to -1014.1) |
| Legal name and availability | Legal-name change uses § 13.1-1014 and name-only Form LLC1014N. Name must contain an approved LLC designator, avoid entity-type implications and prohibited wording, and be distinguishable; written consent plus an undertaking to change can support a conflicting name. Assumed names remain separate (§ 13.1-1012) |
| Internal approval and private consents | Use the number/percentage required to amend the operating agreement unless the articles or written agreement says otherwise; if no amendment method is stated, all members must agree. Before member admission, majority of named managers—or, if none, organizers—may act. Private consents remain separate (§§ 13.1-1014(B), 13.1-1014.1(C), 13.1-1023(B)) |
| Filing contents and attachments | State current LLC name, exact amendment text, adoption date, and whether members, managers, or organizers adopted it under the Act. LLC1014N adds SCC ID and new name for a member-approved name-only change. General amendments and restatements use self-prepared articles; restatement states prior name, amendment status, full restated text, adoption date, and approval route (§§ 13.1-1014(C), 13.1-1014.1(D); SCC forms page) |
| Signer, filing channel, and fee | Manager or another person delegated management authority signs; if none selected, a member; before members/managers, an organizer; or a court-appointed fiduciary. State name and capacity; no notarization. File online through CIS or by permitted paper route. Amendment/restatement fee $25 (§§ 13.1-1003(F)-(J), 13.1-1005(2); LLC1014N) |
| Effective time, delay, and rejection | Effective when SCC issues its certificate unless articles state a later time/date, capped at the earlier stated moment or 11:59 p.m. on day 15 after issuance; date-only means 12:01 a.m. All parties may cancel before effectiveness. SCC issues the certificate only if the filing complies and fees are paid (§ 13.1-1004) |
| Correction, change, report, and assumed-name alternatives | Use $25 Articles of Correction only for a name/address inadvertently or improperly stated in the original articles. Agent/office changes use no-fee LLC1016; principal-office changes use no-fee LLC1018.1. Virginia has a $50 annual registration fee, not an LLC annual report. An additional business name uses a $10 SCC assumed/fictitious-name certificate (§§ 13.1-1011.1, -1016, -1018.1, -1062; §§ 59.1-69 to -70; SCC page) |
| Post-filing records, registrations, and status effect | Keep or electronically provide the articles, certificate of organization, and all amendment articles/certificates for member access. Unpaid SCC fees generally block filing; annual-fee delinquency through the third month after the due date automatically cancels existence. Virginia acceptance does not update tax, contract, title, trademark, assumed-name, or foreign records (§§ 13.1-1028, -1050.2, -1065) |
Requirements one by one
Amendment and restatement routes
Va. Code § 13.1-1014(A)-(E) permits an LLC to amend its Articles of Organization at any time to add or change a required or permitted provision or delete one no longer required. The section states no general deadline to amend every later change or inaccuracy.
Va. Code § 13.1-1014.1(A)-(F) permits restatement at any time, with or without new amendments. When the SCC certificate becomes effective, the restated or amended-and-restated articles supersede the original articles and all prior amendments.
Legal name and availability
Va. Code § 13.1-1012(A)-(F) requires “limited company,” “limited liability company,” or an approved abbreviation. The name cannot imply another listed entity type or use prohibited wording and must be distinguishable on SCC records. The conflicting entity's written consent and undertaking to adopt a distinguishable name can support authorization.
Use Form LLC1014N for a member-approved legal-name-only amendment. An additional business name instead uses the separate assumed-or-fictitious-name certificate.
Approval and private consents
Va. Code § 13.1-1014(B) ties amendment approval to the number or percentage of members required to amend the operating agreement, unless the articles or a written operating agreement provides otherwise. Under Va. Code § 13.1-1023(A)-(B), if neither document supplies an amendment method, all members must agree.
Before any member is admitted, a majority of the managers named in the articles may approve; if there are no members or managers, a majority of organizers may approve. Restatement uses the same structure. Apply any nonparty approval or condition the governing documents require; private lender, investor, or regulator consent is not a universal SCC attachment.
Filing contents, signer, and channel
The articles state the current LLC name, exact text of every adopted amendment, adoption date, and whether members, managers, or organizers adopted it under the Act. A restatement adds the prior name, whether it contains an amendment, and the complete restated text.
Va. Code § 13.1-1003(F)-(J) assigns signature first to a manager or other person delegated management power, then to a member if none has been selected. Before members or managers exist, an organizer may sign; a receiver, trustee, or other court-appointed fiduciary signs when applicable. State the signer's name and capacity. No acknowledgment or notarization is required.
The SCC accepts name-only and general amendments online through CIS. LLC1014N also has a paper route; general LLC1014 and restatement LLC1014.1 use self-prepared articles under the SCC's current filing table.
Fee, effective time, and filing review
Va. Code § 13.1-1005(2) sets $25 fees for amendment, restatement, and correction. The SCC issues the certificate only when the articles comply and required fees are paid.
Under Va. Code § 13.1-1004(A), (D), the filing becomes effective when the SCC issues its certificate, not merely when the articles are submitted. A stated later time is capped at the earlier specified moment or 11:59 p.m. on the 15th day after certificate issuance. A date without a time means 12:01 a.m. All parties to the articles may sign a cancellation statement before effectiveness.
Correction, office changes, annual fee, and assumed name
Virginia's Va. Code §§ 13.1-1011.1, 13.1-1016, and 13.1-1018.1 routes are narrow. Articles of Correction fix only a name or address inadvertently or improperly stated in the articles. A registered-agent or registered-office change uses no-fee LLC1016, while a principal-office change uses no-fee LLC1018.1.
Virginia LLCs pay a $50 annual registration fee under § 13.1-1062 but do not file a general annual report. For an additional business name, Va. Code §§ 59.1-69(B) and 59.1-70(B)-(C) require the statewide SCC assumed-or-fictitious- name certificate before using the name; the fee is $10.
Accepted filing, records, and status
Va. Code §§ 13.1-1028(A), 13.1-1050.2(A), and 13.1-1065(A) require the LLC to keep at its principal office—or electronically provide members access to—the articles, organization certificate, and all amendment articles and certificates.
The SCC generally will not file an amendment while assessed fees, fines, penalties, or interest remain unpaid. If the annual fee remains unpaid through the last day of the third month after its due date, the LLC's existence is automatically canceled.
The accepted amendment changes the Virginia public articles. Tax and employer accounts, licenses, permits, banks, contracts, titles, trademarks, assumed-name certificates, and foreign registrations use their own update processes.
What trips people up
- Default approval is not a generic manager vote. Section 1014 points to the operating-agreement amendment threshold; absent another method, § 1023 requires all members.
- The signer needs management authority. Form LLC1014N warns that an officer such as a president cannot sign merely by title; the officer must hold the right and power to manage the LLC's affairs.
- The 15-day clock starts with certificate issuance. It does not run from online submission, mailing, or SCC receipt.
- Virginia correction is unusually narrow. Section 1011.1 reaches an inadvertently or improperly stated name or address, not every defective filing.
- Agent and principal-office changes are free separate filings. Do not pay for an articles amendment when LLC1016 or LLC1018.1 is the proper route.
Common questions
Does every member have to sign the filed articles?
No. Approval and execution are distinct. The required member threshold approves the amendment; one person authorized under Va. Code § 13.1-1003 signs the filing.
Can the LLC preserve a lawsuit under its old name?
Yes. Va. Code § 13.1-1014(D) says a name amendment does not abate a proceeding brought by or against the LLC in its former name.
Can the LLC cancel a delayed amendment before it takes effect?
Yes, but every party to the articles must sign the statement of cancellation and deliver it before the delayed effective moment under § 13.1-1004(D)(2).
Statutes and sources
- Va. Code §§ 13.1-1003 to -1005, 13.1-1011.1 to -1014.1, 13.1-1016, 13.1-1018.1, 13.1-1023, 13.1-1028, 13.1-1050.2, 13.1-1062, and 13.1-1065 — current Virginia Limited Liability Company Act (accessed 2026-08-21).
- Va. Code §§ 59.1-69 to -70 — current assumed-name chapter (accessed 2026-08-21).
- Virginia SCC, Virginia Limited Liability Companies forms and fees and Form LLC1014N (Rev. 01/26; accessed 2026-08-21).
Source links
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