What the Virginia statute says
Form — what the statute admits
“Unless the articles of organization or a written operating agreement specifically requires otherwise, an operating agreement need not be in writing.”
Va. Code §13.1-1023.B.1 (read on the official site 2026-10-06 and 2026-10-10).
Writing not required unless the articles or a written agreement say otherwise.
Requirement — does the statute impose an operating agreement?
We found no provision requiring an operating agreement in the sections we read: Va. Code §13.1-1002, §13.1-1023.B (adoption, form, amendment, enforcement). This is not legal advice; consult the full Act or an attorney.
Default rules — what applies absent a contrary clause
- If the articles of organization or an operating agreement does not provide for the manner of amendment, all members must agree to any amendment. (Va. Code §13.1-1023.B.2)
A revised version of Va. Code §13.1-1002 takes effect January 1, 2027 (2026, cc. 393, 394). Verify the version in force for your filing date.
What this Virginia operating agreement covers
The generated document follows the standard structure a bank or a co-founder expects to see. It opens with the company name, the state of formation, and the effective date, then records each member's legal name, address, capital contribution, and percentage of membership interests. The management clause states whether the company is member-managed or manager-managed, and the voting and distribution clauses state how decisions and money move between members.
You can edit every dotted field directly in the text before printing: company name, date, member details, contributions, and ownership percentages. For a multi-member Virginia LLC, keep the ownership column totaling 100 percent — the generator warns you in orange if it does not. The document ends with signature blocks for the members, ready for the printed PDF.
Nothing you type leaves your browser. There is no account, no upload, and no server-side copy of your agreement.
How to use this generator
- Confirm "Virginia" is selected as the state of formation — it is pre-selected on this page.
- Choose single-member or multi-member, and member-managed or manager-managed.
- Click any dotted field in the document and type your details. The statutory basis block below the document stays visible while you edit, so you can check every quoted rule.
- Press "Download / print (PDF)" to get a printable PDF through your browser's print dialog — no account, no email, no card.
- Have all members sign the printed copy and keep it with your company records.
Frequently asked questions
Is an LLC operating agreement required in Virginia?
In the sections of the Virginia LLC statute we read, we found no provision that explicitly requires an operating agreement, and none that explicitly excuses one. This is not legal advice; consult the full Act or an attorney. Banks and investors often ask for one before opening an account or funding the company.
Does a Virginia LLC operating agreement have to be in writing?
Writing not required unless the articles or a written agreement say otherwise. The statute text is quoted word for word in the “Form” block above, with its reference (Va. Code §13.1-1023.B.1) and the dates we read it. The generator shows the same quotation inside the document's statutory basis block, so the source travels with the PDF.
What happens if my Virginia LLC has no operating agreement?
Where the agreement is silent, the Virginia statute's default rules apply: If the articles of organization or an operating agreement does not provide for the manner of amendment, all members must agree to any amendment. (Va. Code §13.1-1023.B.2). Verify the full text in force for your filing date.
Is this Virginia operating agreement template free?
Yes. The price is zero and it is shown before you type anything: no account, no credit card, no trial that converts. The document is assembled in your browser — nothing you type is sent to or stored on any server — and the PDF comes from your browser's print dialog.
Can I use it for a single-member LLC in Virginia?
Yes. Choose “Single-member LLC” above and the document adapts: the member, contribution, and 100 percent ownership sections replace the multi-member table. The statutory definition on this page expressly includes a sole member, so a single-member agreement is covered by the same quoted text.
Does this replace a lawyer?
No. This page quotes the statute sections we read, with references and dates, but it is not legal advice and does not replace the full Act or a licensed attorney in your state. Unusual structures, investor terms, or regulated activities deserve a professional review before you sign.
Sources & verification
- Virginia: Va. Code §13.1-1002, §13.1-1023.B (adoption, form, amendment, enforcement) — read on the official site 2026-10-06 and 2026-10-10.
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