Operating Agreement
(Manager-Managed, Multiple Members) (VA LLC)

Summary

This template is an operating agreement for use by a manager-managed Virginia limited liability company with multiple members that is formed pursuant to the Virginia Limited Liability Company Act (Va. Code Ann. § 13.1-1000, et seq.) (Act). This template includes practical guidance, drafting notes, and alternate clauses. Under the Act, a member or members of a Virginia LLC are permitted to enter into an operating agreement regulating the affairs of the LLC and, as applicable, governing the relationship among the members, managers, and the LLC itself, even if any of such terms conflict with or are different than the provisions of the Act. Virginia is a default state, meaning that the provisions of the Act apply when (1) there is no operating agreement; (2) the operating agreement is silent on a point; or (3) the operating agreement purports to modify or waive particular provisions that, by the strict terms of the Act, cannot be modified or waived. The detailed clauses regarding capital contributions, management, and distributions may be especially important when there are multiple members. Counsel should consult with the LLC's accounting service providers to ensure the tax provisions are appropriate for the LLC. For a detailed checklist presenting key issues for consideration when drafting an operating agreement for a Virginia LLC, see Operating Agreement Checklist (VA LLC). For more general information relating to LLCs under the laws of Virginia, see Formation and Qualification (VA LLC).