Virginia LLC Formation Requirements

Articles of Organization

In any Virginia LLC formation, articles of organization must be delivered to and filed with the Secretary of State. State law requires that certain information be included in your articles of organization during the process of Virginia LLC formation. This information must include:

  • The company name
  • The street address of the registered office and the name and street address of the registered agent (If you do not have a registered agent, United Agent Services can arrange to be your legal agent – see below for additional details)
  • A statement that the registered agent is either an individual who is a resident of Virginia and a member or manager of the LLC, a member or manager of the corporation that is a member or manager of the LLC or a general partner of a general or limited partnership that is a member or manager of the LLC or an in-state or out-of-state corporation authorized to do business in Virginia
  • The street address of the principal office of the LLC

Filing

Your LLC is considered organized once an original and a duplicate copy of the articles of organization are delivered to the Secretary of State with the proper filing fee and the Secretary of State determines that they are in compliance with state requirements. The Secretary of State endorses both copies but retains the signed original and returns the duplicate copy to the LLC or its representative. The document is effective as of the day and time it is filed or if a date and time is indicated the document is effective as of delayed effective date and time. The requirements are:

  • Minimum number of Organizers: One or more persons must sign and file the articles of organization
  • Must be executed by a manager or other person delegated the right and power to manage the business and affairs of the LLC, if they have not yet been chosen then by any member of the LLC, if the members have not been established then by at least one organizer but if the LLC is in the hands of a fiduciary then by the fiduciary
  • Must be signed and indicate the capacity of the signor

Additionally, Virginia LLC formation generally requires the inclusion and/or consideration of the following:

Operating Agreement

Although not required, LLC members may adopt, by unanimous consent, an operating agreement to regulate the affairs of the company, which may also be amended and repealed as allowed by the agreement or applicable law.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A member must be an individual person
  • Procedure for Membership: A member may acquire an interest in the LLC through:
    • A writing signed by the initial member or members and the organizer of the LLC
    • An assignment of member interest
    • The consent of a majority of the members in a member-managed company
    • The fiduciary or personal representative of the last remaining member who has dissociated
    • A manner provided for in the articles of organization or operating agreement

Resignation of Membership

A member can resign from a LLC; however, certain prohibitions exist surrounding the ability of a member to resign from the company.

Contribution

The contributions of a member to a limited liability company may be in cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.

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