LLC Operating Agreement Requirements in Virginia

At a glance

Requirements one by one

Oral agreements work, but important Virginia choices require writing

For a multi-member LLC, § 13.1-1023(B)(1) says an agreement need not be written unless the articles or an existing written agreement require a writing. That broad rule has important section-specific exceptions. Manager management must appear in the articles or a written agreement (§ 13.1-1022(A)). Different profit, loss, and distribution allocations must be written (§§ 13.1-1029 to -1030). Written terms also control statutory liability limits, information-right restrictions, and the default method for admitting an assignee (§§ 13.1-1025, 13.1-1028(C), 13.1-1040(A)).

A sole member has a narrower form rule. The Act recognizes the member's signed writing even if it does not look like a bilateral contract. An unwritten agreement qualifies only when it is between the member and the LLC and the company has a manager who is someone other than that member (§ 13.1-1023(A)(2)).

Formation and agreement adoption are separate

The LLC exists when the State Corporation Commission issues its certificate of organization, unless a permitted delayed date applies (§ 13.1-1004(B)). Virginia permits the company to commence without members and supplies a signed-writing route for admitting its initial member or members (§ 13.1-1038.1(A)(3)). An admission can never take effect before the company forms (§ 13.1-1038.1(B)).

The Act gives no general operating-agreement deadline. Once the company has members, all of them must agree to the initial agreement (§ 13.1-1023(B)(1)). The LLC is bound even if it does not execute the agreement, but Virginia does not state a general rule deeming every later-admitted member to assent to all existing terms.

Internal manager status and outsider agency do not use the same filing rule

Member management is the default. A written operating agreement can delegate management to one or more managers, and manager decisions default to a majority of managers (§ 13.1-1022(A) and § 13.1-1024(G)).

For third-party authority, § 13.1-1021.1 starts from the rule that each member is an ordinary-course agent. Its manager-managed exception says a member loses agency status solely by membership if the articles of organization specify manager management. A private manager clause may allocate authority internally without giving outsiders the same public notice.

Contributions drive the default vote and economics

Member votes are proportional to contributions as adjusted, and a majority means holders of a majority of that voting power (§ 13.1-1022(B)). Received contribution value recorded by the company also controls default profit and loss shares (§ 13.1-1029) and distribution shares (§ 13.1-1030). A different economic allocation must be written.

Direct admission after formation follows the agreement. If it gives no rule, a majority of managers in a manager-managed LLC or the ordinary contribution-weighted member majority approves (§ 13.1-1038.1). Assignment alone transfers only the assignor's economics, not management or member rights (§ 13.1-1039). The assignee needs separate admission under § 13.1-1040, whose default is also a stated majority excluding the assignor.

Virginia states its contract limits section by section

Virginia does not use one long nonwaivable-provisions list for ordinary LLCs. Section 13.1-1023(A) instead allows terms only when they are consistent with Virginia law and the articles. A manager or participating member must use good-faith business judgment concerning the LLC's best interests (§ 13.1-1024.1(A), (D)).

Section 13.1-1025 supplies a statutory damages cap and permits a written agreement or the articles to reduce or eliminate monetary liability, but not for willful misconduct or a knowing criminal-law violation. An amendment cannot retroactively change the limitation for an earlier act or omission. Information rights can be restricted only by a written original agreement or written amendment approved by all members (§ 13.1-1028). Insolvency-based distribution limits, the two-year wrongful- distribution clawback, equitable agreement enforcement, and judicial dissolution remain separate statutory rules (§ 13.1-1035; § 13.1-1036; § 13.1-1023; § 13.1-1047).

Unanimity is the amendment default

If neither the articles nor the agreement gives an amendment method, every member must agree. If a method requires a nonparty's approval or satisfaction of a condition, § 13.1-1023(B)(3) enforces it, subject to the specified waiver rules.

The agreement is not publicly filed, and it cannot contradict the articles. Section 13.1-1028 requires the LLC to keep at its principal office or electronically provide members copies of any then-effective written agreement, along with the listed formation, tax, financial, contribution, distribution, and dissolution records.

What trips people up

Oral does not mean every clause can be oral. Virginia recognizes oral multi-member agreements, but manager-management and alternative economic allocations are among the terms that need writing.

A private manager clause may not eliminate member agency to outsiders. Section 13.1-1021.1's third-party rule looks to the articles for the manager-managed specification.

The voting default follows contributions, not headcount or a label on an exhibit. A majority vote means a majority of contribution-based voting power unless valid terms replace the default.

Common questions

Does every Virginia LLC operating agreement need signatures?

No. A multi-member agreement generally need not be written. But a sole member's unilateral terms must be in a signed writing, and several specific variations must be written.

Can a Virginia LLC form before it has a member?

Yes. Section 13.1-1038.1 expressly addresses an LLC with no members when its existence begins and provides a signed-writing method for admitting the initial member or members.

Does assigning an interest make the assignee a voting member?

No. Section 13.1-1039 transfers only the assigned economic rights unless the assignee is separately admitted under § 13.1-1040.

Statutes and sources

• Va. Code §§ 13.1-1002, -1004, -1021.1 to -1025, and -1028 to -1030 — definition, formation, agency, management, form, assent, amendment, duties, liability, records, voting, and economics. Official Virginia Law section pages (accessed 2026-07-26).
• Va. Code §§ 13.1-1035 to -1040 and -1047 — distribution limits and clawback, admission, assignment, assignee membership, and judicial dissolution. Official Virginia Law section pages (accessed 2026-07-26).