{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1003.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1003.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1003.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1003.html"}],"law_id":64425,"edition_id":1,"section_id":64425,"structure_id":12818,"section_number":"13.1-1003","catch_line":"Filing requirements","history":"1991, c. 168; 1995, c. 70; 2000, cc. 58, 995; 2003, cc. 340, 379; 2006, c. 748; 2013, c. 17.","full_text":"A\n\nA document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to be filed with the Commission.B\n\nThe document shall be one that this chapter requires or permits to be filed with the Commission.C\n\nThe document shall contain the information required by this chapter. It may contain other information as well.D\n\nThe document shall be typewritten or printed or, if electronically transmitted, shall be in a format that can be retrieved or reproduced in typewritten or printed form. The typewritten or printed portion shall be in black. Photocopies, or other reproduced copies, of typewritten or printed documents may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality.E\n\nThe document shall be in the English language. A limited liability company name need not be in English if written in English letters or Arabic or Roman numerals. The articles of organization, duly authenticated by the official having custody of the applicable records in the state or country under whose law the limited liability company is formed, which are required of foreign limited liability companies, need not be in English if accompanied by a reasonably authenticated English translation.F\n\nThe document shall be signed in the name of the domestic or foreign limited liability company:1\n\nBy any manager or other person who has been delegated the right and power to manage the business and affairs of the limited liability company, or if no managers or such other persons have been selected, by any member of the limited liability company;2\n\nIf the limited liability company has not been formed, or has been formed without any managers or members and no members have been admitted, by an organizer;3\n\nIn the case of a foreign limited liability company, by a person who is authorized to sign an amendment to the articles of organization or other constituent documents delivered for filing to the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose law it is formed; or4\n\nIf the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.G\n\nThe person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. Any signature may be a facsimile.H\n\nIf, pursuant to any provision of this chapter, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.I\n\nThe document shall be delivered to the Commission for filing and shall be accompanied by the required filing fee and any registration fee required by this chapter.J\n\nThe Commission may accept the electronic filing of any information required or permitted to be filed by this chapter and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information pursuant to § 59.1-496.","order_by":null,"text":{"0":{"id":234432,"text":"A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to be filed with the Commission.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":234433,"text":"The document shall be one that this chapter requires or permits to be filed with the Commission.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":234434,"text":"The document shall contain the information required by this chapter. It may contain other information as well.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":234435,"text":"The document shall be typewritten or printed or, if electronically transmitted, shall be in a format that can be retrieved or reproduced in typewritten or printed form. The typewritten or printed portion shall be in black. Photocopies, or other reproduced copies, of typewritten or printed documents may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":234436,"text":"The document shall be in the English language. A limited liability company name need not be in English if written in English letters or Arabic or Roman numerals. The articles of organization, duly authenticated by the official having custody of the applicable records in the state or country under whose law the limited liability company is formed, which are required of foreign limited liability companies, need not be in English if accompanied by a reasonably authenticated English translation.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":234437,"text":"The document shall be signed in the name of the domestic or foreign limited liability company:","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"F1"},"6":{"id":234438,"text":"By any manager or other person who has been delegated the right and power to manage the business and affairs of the limited liability company, or if no managers or such other persons have been selected, by any member of the limited liability company;","type":"section","prefixes":["F","1"],"prefix":"1","entire_prefix":"F1","prefix_anchor":"F1","level":2,"prior_prefix":"F","next_prefix":"F2"},"7":{"id":234439,"text":"If the limited liability company has not been formed, or has been formed without any managers or members and no members have been admitted, by an organizer;","type":"section","prefixes":["F","2"],"prefix":"2","entire_prefix":"F2","prefix_anchor":"F2","level":2,"prior_prefix":"F1","next_prefix":"F3"},"8":{"id":234440,"text":"In the case of a foreign limited liability company, by a person who is authorized to sign an amendment to the articles of organization or other constituent documents delivered for filing to the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose law it is formed; or","type":"section","prefixes":["F","3"],"prefix":"3","entire_prefix":"F3","prefix_anchor":"F3","level":2,"prior_prefix":"F2","next_prefix":"F4"},"9":{"id":234441,"text":"If the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.","type":"section","prefixes":["F","4"],"prefix":"4","entire_prefix":"F4","prefix_anchor":"F4","level":2,"prior_prefix":"F3","next_prefix":"G"},"10":{"id":234442,"text":"The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. Any signature may be a facsimile.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F4","next_prefix":"H"},"11":{"id":234443,"text":"If, pursuant to any provision of this chapter, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"12":{"id":234444,"text":"The document shall be delivered to the Commission for filing and shall be accompanied by the required filing fee and any registration fee required by this chapter.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H","next_prefix":"J"},"13":{"id":234445,"text":"The Commission may accept the electronic filing of any information required or permitted to be filed by this chapter and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information pursuant to § 59.1-496.","type":"section","prefixes":["J"],"prefix":"J","entire_prefix":"J","prefix_anchor":"J","level":1,"prior_prefix":"I"}},"ancestry":[{"id":12818,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148353,"object_type":"structure","relational_id":12818,"identifier":"1","token":"13.1\/12\/1","url":"\/13.1\/12\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":53976,"structure_id":12818,"section_number":"13.1-1000","catch_line":"Short title","url":"\/13.1-1000\/","token":"13.1\/12\/1\/13.1-1000","metadata":false},{"id":55030,"structure_id":12818,"section_number":"13.1-1001","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-1001\/","token":"13.1\/12\/1\/13.1-1001","metadata":false},{"id":83973,"structure_id":12818,"section_number":"13.1-1001.1","catch_line":"Construction","url":"\/13.1-1001.1\/","token":"13.1\/12\/1\/13.1-1001.1","metadata":false},{"id":65011,"structure_id":12818,"section_number":"13.1-1002","catch_line":"Definitions","url":"\/13.1-1002\/","token":"13.1\/12\/1\/13.1-1002","metadata":false},{"id":64425,"structure_id":12818,"section_number":"13.1-1003","catch_line":"Filing requirements","url":"\/13.1-1003\/","token":"13.1\/12\/1\/13.1-1003","metadata":false},{"id":72460,"structure_id":12818,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","url":"\/13.1-1003.1\/","token":"13.1\/12\/1\/13.1-1003.1","metadata":false},{"id":66237,"structure_id":12818,"section_number":"13.1-1004","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-1004\/","token":"13.1\/12\/1\/13.1-1004","metadata":false},{"id":57840,"structure_id":12818,"section_number":"13.1-1005","catch_line":"Fees","url":"\/13.1-1005\/","token":"13.1\/12\/1\/13.1-1005","metadata":false},{"id":67933,"structure_id":12818,"section_number":"13.1-1006","catch_line":"Penalty for signing false documents","url":"\/13.1-1006\/","token":"13.1\/12\/1\/13.1-1006","metadata":false},{"id":55171,"structure_id":12818,"section_number":"13.1-1007","catch_line":"Unlawful to transact or offer to transact business as a limited liability company unless authorized","url":"\/13.1-1007\/","token":"13.1\/12\/1\/13.1-1007","metadata":false}],"previous_section":{"id":65011,"structure_id":12818,"section_number":"13.1-1002","catch_line":"Definitions","url":"\/13.1-1002\/","token":"13.1\/12\/1\/13.1-1002","metadata":false},"next_section":{"id":72460,"structure_id":12818,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","url":"\/13.1-1003.1\/","token":"13.1\/12\/1\/13.1-1003.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1003\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 5 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1995, chapter 70<\/a>; in 2000, chapters 58<\/a> and 995<\/a>; in 2003, chapters 340<\/a> and 379<\/a>; in 2006, chapter 748<\/a>; in 2013, chapter 17<\/a>.<\/p>","references":[{"id":72460,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-1003.1\/"},{"id":64250,"section_number":"56-1","catch_line":"Definitions","order_by":null,"url":"\/56-1\/"}],"refers_to":[{"id":81914,"section_number":"59.1-496","catch_line":"Acceptance and distribution of electronic records by public bodies; electronic filing of information permitted","order_by":null,"url":"\/59.1-496\/"}],"permalink":{"id":148371,"object_type":"law","relational_id":64425,"identifier":"13.1-1003","token":"13.1\/12\/1\/13.1-1003","url":"\/13.1-1003\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1003\/","token":"13.1\/12\/1\/13.1-1003","dublin_core":{"Title":"Filing requirements","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1003","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to be filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The document shall be one that this chapter requires or permits to be filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The document shall contain the information required by this chapter. It may contain other information as well. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The document shall be typewritten or printed or, if electronically transmitted, shall be in a format that can be retrieved or reproduced in typewritten or printed form. The typewritten or printed portion shall be in black. Photocopies, or other reproduced copies, of typewritten or printed documents may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The document shall be in the English language. A limited liability company<\/span> name need not be in English if written in English letters or Arabic or Roman numerals. The articles of organization<\/span>, duly authenticated by the official having custody<\/span> of the applicable records in the state or country under whose law<\/span> the limited liability company<\/span> is formed, which are required of foreign limited liability companies, need not be in English if accompanied by a reasonably authenticated English translation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The document shall be signed in the name of the domestic or foreign limited liability company<\/span><\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> By any manager<\/span> or other person<\/span> who has been delegated the right and power to manage the business and affairs of the limited liability company<\/span>, or if no managers<\/span><\/span> or such other persons<\/span> have been selected, by any member<\/span> of the limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the limited liability company<\/span> has not been formed, or has been formed without any managers<\/span><\/span> or members<\/span> and no members<\/span> have been admitted, by an organizer; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> In the case of a foreign limited liability company<\/span><\/span>, by a person<\/span> who is authorized to sign an amendment to the articles of organization<\/span> or other constituent documents delivered for filing to the Secretary of State or other official having custody<\/span> of limited liability company<\/span> records in the state or other jurisdiction<\/span> under whose law<\/span> it is formed; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the limited liability company<\/span> is in the hands of a receiver, trustee, or other court<\/span>-appointed fiduciary, by that fiduciary. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The person<\/span> executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. Any signature may be a facsimile. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> If, pursuant to any provision of this chapter, the Commission<\/span> has prescribed a mandatory form for the document, the document shall be in or on the prescribed form. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> The document shall be delivered to the Commission<\/span> for filing and shall be accompanied by the required filing fee and any registration fee required by this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

J.<\/span> The Commission<\/span> may accept the electronic filing of any information required or permitted to be filed by this chapter and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information pursuant to § 59.1-496<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFILING REQUIREMENTS (\u00a7 13.1-1003)\n\nA. A document shall satisfy the requirements of this section, and of any other\nsection that adds to or varies these requirements, to be entitled to be filed\nwith the Commission.\n\nB. The document shall be one that this chapter requires or permits to be filed\nwith the Commission.\n\nC. The document shall contain the information required by this chapter. It may\ncontain other information as well.\n\nD. The document shall be typewritten or printed or, if electronically\ntransmitted, shall be in a format that can be retrieved or reproduced in\ntypewritten or printed form. The typewritten or printed portion shall be in\nblack. Photocopies, or other reproduced copies, of typewritten or printed\ndocuments may be filed. In every case, information in the document shall be\nlegible and the document shall be capable of being reformatted and reproduced in\ncopies of archival quality.\n\nE. The document shall be in the English language. A limited liability company\nname need not be in English if written in English letters or Arabic or Roman\nnumerals. The articles of organization, duly authenticated by the official\nhaving custody of the applicable records in the state or country under whose law\nthe limited liability company is formed, which are required of foreign limited\nliability companies, need not be in English if accompanied by a reasonably\nauthenticated English translation.\n\nF. The document shall be signed in the name of the domestic or foreign limited\nliability company:\n\n 1. By any manager or other person who has been delegated the right and power\n to manage the business and affairs of the limited liability company, or if no\n managers or such other persons have been selected, by any member of the\n limited liability company;\n\n 2. If the limited liability company has not been formed, or has been formed\n without any managers or members and no members have been admitted, by an\n organizer;\n\n 3. In the case of a foreign limited liability company, by a person who is\n authorized to sign an amendment to the articles of organization or other\n constituent documents delivered for filing to the Secretary of State or other\n official having custody of limited liability company records in the state or\n other jurisdiction under whose law it is formed; or\n\n 4. If the limited liability company is in the hands of a receiver, trustee, or\n other court-appointed fiduciary, by that fiduciary.\n\nG. The person executing the document shall sign it and state beneath or opposite\nhis signature his name and the capacity in which he signs. Any signature may be\na facsimile.\n\nH. If, pursuant to any provision of this chapter, the Commission has prescribed\na mandatory form for the document, the document shall be in or on the prescribed\nform.\n\nI. The document shall be delivered to the Commission for filing and shall be\naccompanied by the required filing fee and any registration fee required by this\nchapter.\n\nJ. The Commission may accept the electronic filing of any information required\nor permitted to be filed by this chapter and may prescribe the methods of\nexecution, recording, reproduction and certification of electronically filed\ninformation pursuant to § 59.1-496.\n\nHISTORY: 1991, c. 168; 1995, c. 70; 2000, cc. 58, 995; 2003, cc. 340, 379; 2006,\nc. 748; 2013, c. 17.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}