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Virginia Multi-Member LLC Operating Agreement Form

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The Virginia multi-member LLC operating agreement is a legal document that would provide guidance to the members of a company that would have more than one contributing, managing member, so that they may unanimously set forth the various procedures and regulations for all managing members to comply with, moving forward. The filing of this document is not required by the state. It is recommended, however, that the document be completed and filed, as, without the document in place, the members would place their private assets into a position of vulnerability. If the company is ever presented with any sort of business failure and therefore any form of litigation, the members would be liable for losses or payments to creditors or claimants.

Implementation of this document would separate the members from the business and therefore protect their personal/financial assets. The members may choose to work with an attorney with regard to the completion of this document.

How to Write

Step 1 – Establish the company by entering the name of the company selected by all members at the top of the form

Step 2 – The Agreement – Submit the following:

  • The agreement’s effective date in mm/dd/yyyy format
  • Member’s names (respective)

Step 3 – Company – Members must review the following entering all required information as requested – Enter:

Formation –

  • The company’s commencement – in mm/dd/yyyy format
  • The name of the company
  • The name of the business that shall be used while conducting principal business

Name –

  • Enter the name that will be used to conduct the company’s business
  • Purpose – Read the statement

Office –

  • Provide the physical address to be maintained while performing the principal business

Registered Agent – Provide:

  • The name of the agent who was initially registered (full name)
  • Business address

Term –

  • Submit the commencement date as required

Review these two titles –

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsections – The members must review all sections and subsections as follows:

  • Capital Contributions – subsections 2.1 through 2.3
  • Allocations of Profits and Losses; Distributions and subsections 3.1 through 3.3
  • Indemnification
  • Powers and Duties of Managers, Section 5.1 with subsections 5.1.1 through 5.3
  • Salaries, Reimbursement and Payment of Expenses also subsections 6.1 through 6.3
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking –  7.1 through 7.4
  • Transfer of Membership Interest – 8.1 and 8.2 and subsections 8.2.1 through 8.2.5 along with Section 8.4 and subsection 8.4.1 – 8.5 and subsections 8.5.1 through 8.5.5
  • Dissolution – Review 9.1  and subsections 9.1.1 through 9.1.4 also, 9.2 and finally subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – All members must review the information provided under the following titles:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Member Signatures, Additional Information, Notarization – (Members must apply signatures before a notary public:)

  • Type or Print all member’s names
  • Members must submit their own signatures

Listing of Members – Schedule 1 – Submit the following:

  • A company name at the beginning of the page
  • The date that the list will become effective (dd/m/yy)
  • Members names
  • Member’s addresses
  • Members typed or printed names
  • Members signatures

Listing of Capital Contributions -Schedule 2 – Submit:

  • The company’s name in the line at the top of the page
  • Members respective names
  • Member’s contribution (respective)
  • Each member’s percentages of interest
  • The date of the member’s signatures  – dd/m/yy
  • Type or print member’s names
  • Member’s signatures

Listing of Valuation of Members Interest – Schedule 3 – Provide the following:

  • The company name in the first field of the page
  • Member’s names
  • The amount of each member’s Valuation Endorsement
  • The date of each member’s signature (dd/m/yy)
  • The date of the members’ signatures
  • Members must enter all signatures in the presence of a notary public

Step 7 – Notarization –

Once the members have completed the document, the notary shall witness the member’s signatures and complete the remainder of the document with the notary’s information. The notary shall then sign the document and affix their official seal

All signatories must receive a copy of the document for their personal record keeping purposes.


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