Virginia Limited Liability Company Articles of Organization

The Articles of Organization of a limited liability company are the founding documents. The Articles state the name and effective date of the company and set forth other information about the company that Virginia law requires to be public knowledge. To make the company effective, the Articles must be properly signed and filed in the office of Virginia's secretary of State, located in Richmond. There is a state fee of $100 which must be paid at the time the Articles of Organization are filed.

Virginia Limited Liability Company Operating Agreement

In Virginia, the legal rights and obligations of the Company, its Members, and the Managers are all set forth in a document called the Operating Agreement. The Operating Agreement is similar to the bylaws of a corporation.

Usually, the Operating Agreement sets forth how the company Managers is chosen or replaced, what the Managers' duties are, what rights are reserved to the Members, what percent of the Company each Member owns, and other important details of the Company's operation.

Without an Operating Agreement, all of these important rights and responsibilities are decided pursuant to Virginia's Limited Liability Company Act.

IRS Form SS-4

IRS Form SS-4 is the document you must file with the IRS to obtain a Federal Employer Identification Number (EIN). While you are not technically required to obtain an EIN to have an effective Virginia LLC, you will find that most third parties dealing with your new limited liability company insist on having it. A bank, for example, will not open a bank account for your company without an EIN.

In addition to obtaining an EIN for your company, filing Form SS-4 will notify the IRS how you want your company to be taxed. In nearly every small business arrangement, your limited liability company should be taxed as either a partnership (if two or more Members) or as a disregarded entity (if only a single Member). We make these default selections for you on the SS-4, but you should consult with a qualified tax advisor if you have questions about taxation of your new LLC.