Virginia Operating Agreement: Requirements & What to Include (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Virginia does not require an LLC to have an operating agreement, and you never file one with the State Corporation Commission. But the Virginia Limited Liability Company Act (Va. Code § 13.1-1023) expressly authorizes it, and without one your LLC is governed by the Act's default rules - which allocate voting and distributions by the value of each member's contributions, not equally per member.

Is a Virginia Operating Agreement Required?

No Virginia statute requires an LLC to adopt an operating agreement, and none has to be filed with any state office. You can legally form and run a Virginia LLC without one. But "not required" is very different from "not important." An operating agreement is the private contract among the members that sets how the company is owned, managed, and divided - and if you skip it, you do not get no rules; you get the state's default rules, which may not match what you and your co-owners actually intend. For the concept in general, see LLC operating agreements.

Practically, an operating agreement is also something third parties expect. Banks routinely ask for it to open a business account, lenders and investors request it during due diligence, and courts look to it when members disagree. So while Virginia will not reject your formation for lacking one, most well-run LLCs adopt an operating agreement at or shortly after formation.

What Virginia Law Says (LLC Act, § 13.1-1023)

Virginia LLCs are governed by the Virginia Limited Liability Company Act, codified at Va. Code Title 13.1, Chapter 12. Section 13.1-1023 addresses the operating agreement, giving the members broad power to regulate the affairs of the company and the conduct of its business through an agreement, so long as it is not inconsistent with the law or the Articles of Organization. In other words, the Act is largely a set of default rules that an operating agreement can override on most points. Section 13.1-1002 defines the operating agreement broadly, to include an agreement that is written, oral, or implied. This freedom of contract is the reason the operating agreement is the single most important governance document for a Virginia LLC.

Default Rules That Apply Without an Agreement

If you never adopt an operating agreement, the Virginia LLC Act fills every gap. Key defaults include:

• Management. Under § 13.1-1022, management is vested in the members unless the Articles of Organization provide for one or more managers.
• Voting and control. Members' voting rights default to proportion to their contributions, so a member who contributed more capital has more say - not one-member, one-vote - unless the agreement says otherwise.
• Distributions. Under § 13.1-1029, distributions are shared among the members on the basis of the value of their contributions, again unless the operating agreement provides a different split.
• Transfers. A member's assignment of an interest generally transfers only economic rights, not management or voting rights, absent consent under the Act.

These defaults are reasonable starting points but often surprise owners who assumed a 50/50 or equal-vote arrangement. An operating agreement lets you set the exact ownership percentages, voting thresholds, and profit splits you actually want.

A concrete example shows why this matters. Suppose two people form a Virginia LLC and one contributes $80,000 of capital while the other contributes $20,000. Without an operating agreement, Virginia's default rules tie both voting power and distributions to the value of those contributions - so control and profits split roughly 80/20, even if the members always intended to run the business as equal partners and split everything down the middle. Only a written operating agreement can flip that outcome to 50/50. The same logic applies to management decisions, admitting new members, and what happens when someone wants out: the Act's gap-fillers apply until the members contract around them. Because these defaults are drafted for the average case rather than your specific deal, most Virginia LLCs benefit from putting their real intentions in writing before a disagreement forces the question.

Member-Managed vs Manager-Managed

Virginia LLCs come in two management styles. In a member-managed LLC (the default), the owners run day-to-day operations and each generally has authority to act for the company. In a manager-managed LLC, the members appoint one or more managers - who may or may not be members - to run the business, while non-manager members take a passive, investor-style role. Your choice affects who can sign contracts and bind the company. If you want manager management, say so in the Articles of Organization and spell out the managers' powers, appointment, and removal in the operating agreement. The agreement should make clear who has authority so that banks and counterparties know who can act.

Single-Member vs Multi-Member Agreements

A multi-member operating agreement is essentially a partnership contract: it governs the relationship among co-owners and is where disputes are prevented or resolved. It must address ownership percentages, capital, voting, profit distribution, deadlocks, and what happens when a member leaves.

A single-member operating agreement has a different but real purpose. Even though there is no one to negotiate with, the document evidences that the LLC is a separate entity from its owner - reinforcing the liability shield - and it establishes succession if the owner dies or becomes incapacitated. The IRS treats a single-member LLC as a disregarded entity by default, but that federal tax status has nothing to do with whether you should have an operating agreement; see Virginia LLC tax filing for the tax side.

What to Include in the Agreement

A thorough Virginia operating agreement typically covers:

• Company basics - name, principal office, purpose, and registered agent (see Virginia registered agent).
• Members and ownership - each member's name, capital contribution, and ownership (membership interest) percentage.
• Management structure - member-managed or manager-managed, plus managers' authority, appointment, and removal.
• Voting - voting rights and the thresholds needed for ordinary decisions versus major decisions.
• Profits, losses, and distributions - how income is allocated and when and how cash is distributed.
• Transfers and buy-sell - restrictions on transferring interests, rights of first refusal, and what happens on death, withdrawal, or divorce.
• Dissolution - how the LLC is wound up and assets distributed; see how to dissolve an LLC in Virginia.
• Amendment - how the agreement itself can be changed.

Written, Oral, or Implied - and Amendments

Because § 13.1-1002 recognizes oral and implied operating agreements, a handshake among Virginia members can technically be enforceable. Do not rely on that. A signed, written agreement is far easier to prove, is what banks and courts expect, and prevents the "we each remember it differently" disputes that oral arrangements invite. Have every member sign and date it, keep it with your company records, and update it whenever ownership, management, or key terms change. Amendments should follow the amendment procedure written into the agreement - usually approval by a stated percentage of members.

You Do Not File It With the State

The operating agreement is an internal document. The only formation document filed with the Virginia State Corporation Commission is the Articles of Organization (Form LLC-1011), which creates the LLC. The SCC does not review, approve, or store your operating agreement, and it is not a public record. This is why owners keep the signed agreement with their corporate records rather than sending it anywhere. For the formation filing and its $100 fee, see Articles of Organization and Virginia LLC cost. To keep the entity active afterward, pay the annual registration fee.

Frequently Asked Questions

Is an operating agreement required for a Virginia LLC?

No. Virginia law does not require one. The LLC Act (Va. Code § 13.1-1023) authorizes but does not mandate it; without an agreement, the Act's default rules govern your LLC.

Do I file my Virginia operating agreement with the state?

No. It is internal. Only the Articles of Organization (Form LLC-1011) are filed with the SCC to create the LLC. Keep the operating agreement with your business records.

What are the default rules if there is no operating agreement?

Management is vested in the members, and voting and distributions are allocated in proportion to the value of each member's contributions (Va. Code §§ 13.1-1022, 13.1-1029) unless the agreement provides otherwise.

Does a single-member LLC need an operating agreement?

Not legally, but it is strongly recommended. It documents that the LLC is separate from its owner, supporting limited liability, and helps with banks and future members.

Can a Virginia operating agreement be oral?

Yes - Virginia recognizes oral, written, or implied agreements. But a signed written agreement is strongly preferred because it is far easier to prove and enforce.

Related

• LLC operating agreements (cluster hub)
• How to form an LLC in Virginia
• Virginia registered agent requirements
• How much does a Virginia LLC cost?
• Single-member LLC
• Florida operating agreement (sibling)
• California operating agreement (sibling)

Sources

1. Code of Virginia - § 13.1-1023, Operating agreement (members may regulate the company's affairs by agreement).
2. Code of Virginia - § 13.1-1002, Definitions (operating agreement may be oral, written, or implied).
3. Code of Virginia - § 13.1-1022, Management of a limited liability company (management vested in members by default).
4. Code of Virginia - § 13.1-1029, Sharing of distributions (distributions by value of contributions).
5. Code of Virginia - § 13.1-1011, Articles of Organization (what is filed to form the LLC).
6. Code of Virginia - § 13.1-1015, Registered agent required.
7. Code of Virginia - Title 13.1, Chapter 12, Virginia Limited Liability Company Act.
8. Virginia SCC - LLC Forms and Fees (Articles of Organization LLC-1011, $100; operating agreement not filed).
9. Virginia SCC - Maintaining Your Business (ongoing LLC requirements).
10. IRS - Single-Member Limited Liability Companies (disregarded-entity default).
11. IRS - Limited Liability Company (LLC) (federal classification).
12. Cornell Law School, LII - Operating agreement (Wex).
13. Cornell Law School, LII - Limited liability company (Wex).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney. Statutory default rules and their citations change; verify current requirements in the Code of Virginia and with the Virginia State Corporation Commission, and consult a Virginia attorney when drafting or amending an operating agreement.