LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Virginia

At a glance

Requirements one by one

The governing documents control the structure

Under Va. Code § 13.1-1023(A)-(B), the operating agreement may regulate company affairs, business, and member relations but cannot conflict with Virginia law or the articles. All members initially agree to it; its stated amendment method controls, and unanimity applies if no method is stated.

Va. Code § 13.1-1022(A)-(G) keeps management with members unless the articles or agreement provides in writing for managers. Those documents may replace the vote measure, create classes or groups, permit future senior classes, and vary member proxy and consent procedure.

Voting follows adjusted contributions by default

The default weights each member's vote by adjusted contributions. A majority means members holding more than half of all member voting power, not a headcount majority.

Any action required or permitted for members uses that majority unless the chapter, articles, or agreement requires another threshold. Under Va. Code § 13.1-1024(A), (D)-(F), (I)-(J), the documents may delegate full or partial management; member majority also supplies the manager-election, vacancy, and fallback removal mechanics.

The Act does not create a general live-meeting code

Section 13.1-1022(E) permits action without a meeting, prior notice, or vote, but states no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date procedure. The governing documents and other applicable law must supply live-meeting mechanics.

Electronic consent is not remote attendance

An electronic transmission of member consent is deemed signed. That does not make the sender present at a live meeting: the Act states no conference-call, video, hearing-capable-equipment, remote-presence, voter-identification, or retained-remote-vote standard for members.

Members may vote by proxy

Section 13.1-1022(E) permits members to vote in person or by proxy unless the articles or agreement says otherwise. Unlike § 13.1-1024(I)'s manager-proxy sentence, the member provision does not state a required proxy form, signature, electronic method, duration, revocation, death/incapacity effect, or irrevocability rule.

Signed consents use the meeting threshold

One or more written consents must state the action and be signed by members holding at least the votes that would be needed at a meeting. A member's electronic transmission counts as signed.

The section states no delivery recipient or method, record date, collection period, future-time/event mechanism, pre-effectiveness revocation, or post- action notice to nonconsenting or nonvoting members. Multiple consents are expressly permitted, but no additional counterpart rule appears.

What trips people up

• The default is contribution-weighted. Do not substitute member headcount or ownership percentage without checking the governing documents.
• Member and manager proxy rules differ. The manager provision expressly permits written, electronic, or otherwise-lawful proxies; the member sentence merely permits proxy voting and leaves form unstated.
• Electronic consent is not remote presence. It satisfies the signature rule for no-meeting action but does not establish attendance at a live meeting.
• No-meeting action has no statutory follow-up notice. The agreement or the substantive action law must supply any nonsigner or nonvoter notice.

Common questions

Is a Virginia LLC member's vote weighted by ownership percentage?

Not necessarily. The statutory default follows adjusted contributions, and the articles or operating agreement may establish another measure.

Can members approve action by email?

An electronic transmission of consent is deemed signed, but the action still must satisfy the consent contents and meeting-equivalent voting threshold.

Can a Virginia LLC member vote by proxy?

Yes under the default. The member provision does not itself state the proxy's form, duration, or revocation rules.

Must nonsigning members receive notice afterward?

Section 13.1-1022(E) states no general post-action notice rule. Check the governing documents, the substantive action statute, and other applicable law.

Statutes and sources

• Va. Code § 13.1-1022 — management default, contribution-weighted voting, majority, written/electronic consent, proxy voting, and member classes/groups. Official current § 13.1-1022 (accessed August 30, 2026).
• Va. Code § 13.1-1023 — agreement authority, articles/law hierarchy, initial adoption, and amendment method. Official current § 13.1-1023 (accessed August 30, 2026).
• Va. Code § 13.1-1024 — delegated management, member election/vacancy/ removal votes, and manager consent/proxy/class contrast. Official current § 13.1-1024 (accessed August 30, 2026).