Do I file my Virginia operating agreement with the state?
No. An operating agreement is an internal document. You never file it with the Virginia State Corporation Commission; only the Articles of Organization (Form LLC-1011) are filed to create the LLC. You keep the operating agreement with your business records.
Quick facts
- Required by law?
- No - optional, but strongly recommended
- Filed with the state?
- No - internal document, never filed with the SCC
- Governing law
- Virginia LLC Act, Va. Code Title 13.1, Chapter 12 (ยง 13.1-1023)
- Default rule
- Voting & distributions by contribution value unless the agreement changes it
- Management
- Member-managed by default; can be manager-managed
- Applies to
- Both single-member and multi-member LLCs
The same question in every other state
This requirement is set at state level, so the answer changes when you cross a state line. Below is how 17 other states answer the same question, each linked to the page that cites the agency it came from. The full breakdown is on How to Form an LLC.
| State | Answer |
|---|---|
| Arizona | No. The operating agreement is an internal document kept with your business records. |
| Arkansas | No, an Arkansas LLC operating agreement is an internal document and is not filed with the Arkansas Secretary of State or any other state agency. It should be kept with the LLC's records. |
| Colorado | No. The operating agreement is an internal document that you keep with your business records. |
| Connecticut | No. You file only the Certificate of Organization ($120) with the Connecticut Secretary of the State to create the LLC. |
| Iowa | No. The operating agreement is an internal document kept with your company records. |
| Maine | No. The operating agreement is a private, internal document that you keep with your company records. |
| Maryland | No. An operating agreement is an internal document kept in your company records. |
| Minnesota | No. The operating agreement is an internal document kept with your business records. |
| Missouri | No. The operating agreement is an internal document you keep with your business records. |
| Montana | No. The operating agreement is an internal document. |
| New Hampshire | No. The operating agreement is an internal document. |
| Ohio | No. The operating agreement is an internal document kept with your company records. |
| Oklahoma | No. The operating agreement is an internal document kept with your business records. |
| Pennsylvania | No. The operating agreement is a private, internal contract among the members. |
| Utah | No. You file only the Certificate of Organization ($59) with the Utah Division of Corporations & Commercial Code to create the LLC. |
| Washington | No. The operating agreement is an internal document kept in your company records. |
| Wisconsin | No. The operating agreement is an internal document you keep with your business records. |
Full context for Virginia
This page answers one question. The complete Virginia guide -- covering the surrounding requirements, the forms, the agency, and what happens if you get it wrong -- is at Virginia Operating Agreement: Requirements & What to Include (2026).
Sources
- https://law.lis.virginia.gov/vacode/13.1-1023/
- https://law.lis.virginia.gov/vacode/13.1-1002/
- https://law.lis.virginia.gov/vacode/13.1-1022/
- https://law.lis.virginia.gov/vacode/13.1-1029/
- https://www.irs.gov/businesses/small-businesses-self-employed/single-member-limited-liability-companies
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws and fees change; verify current requirements with the relevant government agency before acting.