Virginia LLC Operating Agreement

Single-member LLCs and the deemed agreement

Virginia has a specific rule for one-member LLCs: any writing signed by the member about the affairs of the company counts as part of the operating agreement, whether or not it was meant to be one, and so does any agreement between the member and the company, written or not (§ 13.1-1023(A)(2)). That can bind you to something you scribbled in an email. A deliberate written agreement replaces the guesswork.

For lenders and courts, a signed agreement also shows the company is run separately from you, which supports the liability shield.

Source: law.lis.virginia.gov

Clauses that prevent multi-member fights

Spell out capital contributions and what happens if someone does not make one, how profits and distributions are shared, how votes are counted, who can sign contracts, and how a member leaves or sells. Virginia's default rules on records require the LLC to keep a written statement of contributions and distribution rights if they are not in the agreement (§ 13.1-1028(A)(5)), so writing them into the agreement covers both needs.

Add a buyout formula and a deadlock breaker. Those two clauses cost nothing to write and are the most expensive to litigate.

Source: law.lis.virginia.gov

What happens without one

Without a signed agreement, a Virginia LLC runs on the default rules in Chapter 12 of Title 13.1, which may not match what the owners agreed to over coffee. For a single-member LLC, the law treats any writing the sole member signs about the company's affairs as part of the operating agreement (§ 13.1-1023), so a stray letter or email can end up governing the company. A clean written agreement replaces guesswork with terms you chose: who manages, how profits are split, how a member leaves, and what happens on death or disability. Keep it with the member list, the articles and the last three years of tax returns, which § 13.1-1028 requires the LLC to keep at its principal office.

Source: law.lis.virginia.gov