Virginia Limited Liability Company Articles of Organization: The Ultimate Guide



An articles of organization form is needed before you start up a limited liability company (LLC). You must file this document with the state where you are forming the LLC. In addition, you must pay a filing fee and provide proof of identity. Once the documents have been filed, you can begin operating under the LLC name.

This article of organization form is completely editable. You can change the name, address, and contact information. You can even add additional members to the LLC. When you are ready, you can print out the completed form and submit it to the Secretary of State.

The process of creating an LLC is simple. However, there are some things you should know before starting. First, you must complete the following steps:

1. Choose a name for your LLC.

2. Determine how many members you want to include in your LLC.

3. Decide whether you want to operate as a corporation or a partnership.

4. Select a registered agent.

About this Form

This form is used to submit articles of organization to the Secretary of State.

The following information is required:

1. Name of Corporation

2. Address of Principal Office

3. Date of Incorporation

4. Number of Shares Authorized

5. Total Number of Shares Outstanding

Accepted Filing Methods

Virginia does not require any filings for forming an LLC. There are three ways that you can set up your limited liability corporation (LLC). First, you can use the online filing method, which allows you to complete your paperwork online. Second, you can use the paper filing option, where you fill out the forms yourself and mail them into the office. Third, you can hire a registered agent to represent you in the state. Each of these methods has pros and cons, so it’s important to consider what you need and how much work you want to put into setting up your company.

The Online Filing Method

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If you decide to go the online route, you can easily start your process without having to wait for a physical copy of the documents to arrive at your home. This is because most states offer electronic filing options, including Virginia. Electronic filing means that you submit your information online, usually via email, and the state receives the documents electronically. Once the state receives the documents, they send them to the Secretary of State’s Office, where they are stored and maintained.


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Name Availability & Requirements

An LLC is a legal entity separate form its owners. This makes it possible to protect personal assets, such as home ownership, retirement accounts, and life insurance policies, while still having access to the profits generated by the business.

The IRS considers an LLC to be a pass-through tax entity. In other words, the LLC itself does not pay taxes; rather, the profits are passed along to individual members of the LLC. As long as you follow certain rules, you can deduct expenses associated with running your LLC.

There are three types of LLCs: single member, multiple member, and general partner. Each type has specific requirements regarding name availability and filing fees.

Single Member LLC Name Availability

You must register the LLC name within 30 days of formation. You cannot use a name that already exists in another state or federal agency. If you choose to use a name that is similar to another registered trademark, you must obtain written permission from the owner of the mark prior to registration.

Multiple Member LLC Name Availability

If you plan to incorporate your LLC into a larger organization, you must file articles of incorporation with the Secretary of State. Articles of Incorporation must include the names and addresses of each member. Members can be individuals, corporations, partnerships, trusts, estates, associations, unincorporated organizations, or foreign entities.

Statutory Authority & Requirements

The following are some statutory authority and requirements for forming a limited liability company (LLC).

1. Articles of Organization

Articles of organization must be typed or printed on paper and filed with the Secretary of State. They must include the name of each member, the purpose of the LLC, the name of the registered agent, the location where the LLC will operate, and the date the certificate was granted.

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2. Certificate of Formation

A certificate of formation must be signed by the Secretary of State and filed with the county clerk. A copy of the certificate of formation must be sent to the Secretary of State within 10 days.

3. Annual Report

An annual report must be prepared and filed with the Secretary within 30 days of the end of the calendar year. If the LLC does not file an annual report, it is subject to penalties under Ohio Revised Code Section 1705.04(E)(1).

Other Forms You May Need

Virginia does not require any specific form for the Articles of Organization; however, there are some common forms you might encounter. If you plan to incorporate, you may want to consider one of the following documents:

* Articles of Incorporation – This is the most basic form of incorporation. It includes the name of the corporation, address, date of formation, purpose, authorized capitalization amount, and names of directors.

* Certificate of Good Standing – This certificate provides proof that the corporate entity has been legally formed and is active within the Commonwealth.

* By-Laws – These rules govern the internal operations of the organization. They include provisions such as how shareholders vote, what type of meetings take place, and procedures for resolving disputes.

* Corporate Resolution – This resolution authorizes the board of directors to act on behalf of the corporation.

* Shareholders Agreement – This agreement specifies how shares are traded and distributed among shareholders.

* Operating Agreement – This agreement describes the duties of officers and directors and establishes the procedure for electing those officials.



Frequently Asked Questions

Can I be my registered agent in Virginia?

Yes! You can register as a Registered Agent (also known as a “Registered Office”) if you have a business entity in Virginia.

Do I need articles of incorporation for an LLC in Virginia?

Yes! You do not have to file Articles of Incorporation if you want to operate as a Limited Liability Company (LLC) in Virginia. However, if you choose to incorporate, you should consider filing Articles of Incorporation while you register your business name with the state.

The following information may help you decide whether to incorporate it or not:

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– If you plan to raise investors’ capital, you should incorporate it.

– If you plan on selling products or services to customers, you should incorporate them since you will need to protect yourself from lawsuits.

– If you will be operating as a sole proprietor, you don’t need to incorporate.

– If your company’s purpose is to provide consulting services, you should not incorporate them.

– If the amount of money you intend to invest in your company is less than $100,000, then you don’t have to incorporate.

– A corporation cannot pay dividends unless they have surplus profits. Dividends are taxed differently than regular income.

– Corporations are subject to federal taxes, while individuals are only liable for state taxes.

– Corporations can own property, whereas individuals cannot.

– Corporations have shareholders who vote their shares in annual meetings. Shareholders elect directors who manage the business. Directors are responsible for making decisions about the direction of the business.

– Corporations must keep financial records and report them to the IRS. Individuals do not have to maintain any books or records.

– Corporations issue stock certificates to shareholders. These documents show ownership rights and entitle holders to receive dividends.

– Corporations may sue and be sued in court. Individuals cannot bring suit against others without permission from the courts.

Does VA require an operating agreement?

The answer to this question is yes. You need to have an Operating Agreement (OA) before applying for any license. If you do not have an OA in place, then you cannot apply for a license. Once you have contacted them they will send you a letter stating that you need to apply to the OA. You will then need to fill out the application and mail it back to them. Once you receive their approval, you will need to sign the OA and return it to them.

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