Setting Up an LLC in
Virginia
This Article outlines the key
Virginia Limited Liability Company Act (the "Act") legal provisions
that address setting up an LLC in Virginia. The Virginia
Limited Liability Company Act was passed in 1991 and is located in
Sections 13.1-1000 through 13.1.1080 of the Virginia laws.
The provisions which govern the
set up of a
Virginia limited liability company are in Articles 1
through 3 of the Act.
Article 1-
General Provisions
The main section of Article one
is providing some key definitions and filing requirements processes
that you will need to know if you are setting up an LLC in Virginia.
Section 13.1-1003, Filing Requirements, contains a laundry list of
requirements that MUST be met in order for the State of Virginia to
accept a filing document to form a Virginia limited liability
company. These cover such matters as the required document
formatting, what is required for proper execution of the formal
filing documents and a break down of the required fees.
Article 2 -
Formation
When setting up an LLC in
Virginia, this Article 2 is the most important section. First, it
explains what powers and purposes a
Virginia
LLC can have and then it addresses what exactly is required in
the official formation documents. This Article also provides
the regulations for what will be accepted as a Virginia LLC name.
Article 3 -
Registered Agent and Office
Every Virginia limited liability
company is required to appoint and continuously maintain a Virginia
registered agent and office. The registered agent serves a very
important role for a Virginia business.
Generally, the Virginia laws
require that a Virginia registered agent be a resident of Virginia
and either (i) a member or manager of the LLC; (ii) an officer of an
entity that that is a member of the LLC; or (iii) a member of the
Virginia State Bar (which means Virginia lawyer).
A Virginia registered agent is
not a lawyer but rather serves purely an administrative role.
The statute specifically states that "The sole purpose of the
registered agent is to forward to the limited liability company, at
its last known address, any process, notice, or demand that is
served on the registered agent." Section 13.1-1015.
