Every Virginia LLC must keep at its principal office, or give members electronic access to, a current alphabetical member list, its articles and certificate and amendments, three years of tax returns and financial statements, any written operating agreement, and a written record of contributions and dissolution events if the agreement does not include them (§ 13.1-1028). Members can inspect them on reasonable request.
Code of Virginia § 13.1-1028Code of Virginia Title 13.1 and SCC Clerk's Office fee and FAQ pages reviewed November 10, 2026. Confirm current fees with the State Corporation Commission before filing.
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Virginia State Corporation Commission
- We track your $50 annual registration fee
- Cited to the Code of Virginia, Title 13.1
- Talk to a filer: (386) 465-3937
The forks in the road.
Member list
Full name and last known business address of each member, in alphabetical order (§ 13.1-1028(A)(1)).
Code of Virginia § 13.1-1028Formation documents
Articles and certificate of organization and every amendment (§ 13.1-1028(A)(2)).
Code of Virginia § 13.1-1028Tax returns
Federal, state and local income tax returns and reports for the three most recent years (§ 13.1-1028(A)(3)).
Code of Virginia § 13.1-1028Agreement and financials
Any written operating agreement and three years of financial statements (§ 13.1-1028(A)(4)).
Code of Virginia § 13.1-1028Contributions writing
Unless the operating agreement covers it: contributions made and promised, timing of future contributions, distribution rights and dissolution events (§ 13.1-1028(A)(5)).
Code of Virginia § 13.1-1028What to have ready
- Write or update the operating agreement
- Build the alphabetical member list
- File the articles and SCC certificate
- Save three years of returns
- Save three years of financial statements
- Document each member's contribution
Virginia LLC Records Requirements Under § 13.1-1028
Why the list matters
Virginia's LLC Act gives the company a choice: keep the records at the principal office, or give each member electronic access (§ 13.1-1028(A)). Either way, the list is specific: an alphabetical member list with business addresses, the articles and certificate with every amendment, three years of income tax returns, the current written operating agreement and three years of financial statements.
Source: law.lis.virginia.gov
The contributions writing
If your operating agreement does not already say it, Virginia requires a separate writing setting out what each member contributed and agreed to contribute, when future contributions are due, any right to distributions that return capital, and events that trigger dissolution (§ 13.1-1028(A)(5)). Single-member LLCs often skip this; a short signed page solves it.
Source: law.lis.virginia.gov
Member inspection rights
Subsection B gives members the right, on reasonable request, to inspect and copy the required records. A member who asks and gets nothing has a legal claim, and in disputes the absence of records rarely helps the people who were supposed to keep them.
Source: law.lis.virginia.gov
A practical system
Use one folder per year: the SCC fee receipt, the year's tax return and financial statements, any amendment, and updated member list. Keep a permanent folder for formation documents and the operating agreement. Our optional $79 kit gives you a physical binder for the same structure.
Source: law.lis.virginia.gov
Who can see the records and how fast
Members have a right to inspect and copy the required records, so keep them organized enough to hand over without a scramble. A simple habit works: one folder for the articles and every amendment, one for the operating agreement and its changes, one for the member list with addresses and percentages, and one for each tax year. Replace the oldest tax year each spring so you always hold the three most recent returns that § 13.1-1028 requires.
Source: law.lis.virginia.gov
Virginia law and SCC rules behind this.
| Topic | Virginia rule | Where it comes from |
|---|---|---|
| Member list | Full name and last known business address of each member, in alphabetical order (§ 13.1-1028(A)(1)). | Code of Virginia § 13.1-1028 |
| Formation documents | Articles and certificate of organization and every amendment (§ 13.1-1028(A)(2)). | Code of Virginia § 13.1-1028 |
| Tax returns | Federal, state and local income tax returns and reports for the three most recent years (§ 13.1-1028(A)(3)). | Code of Virginia § 13.1-1028 |
| Agreement and financials | Any written operating agreement and three years of financial statements (§ 13.1-1028(A)(4)). | Code of Virginia § 13.1-1028 |
| Contributions writing | Unless the operating agreement covers it: contributions made and promised, timing of future contributions, distribution rights and dissolution events (§ 13.1-1028(A)(5)). | Code of Virginia § 13.1-1028 |
Related Virginia reading.
Heads up: we are an independent company that prepares and submits Virginia filings for owners. We are not the Virginia State Corporation Commission and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
What Virginia owners ask us
The statute requires a copy of any written agreement, and requires a separate writing on contributions if there is no agreement covering them.
Code of Virginia § 13.1-1028Yes. The LLC may provide members access as an electronic record (§ 13.1-1028(A)).
Code of Virginia § 13.1-1028No. They stay with the company.
Code of Virginia § 13.1-1028Yes. Corp USA prepares and submits your Virginia filing with the State Corporation Commission for you. The state fee is passed through at cost and our service fee is shown separately at checkout, so you never have to work through the state's filing system yourself.
Virginia State Corporation Commission