{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1011.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1011.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1011.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1011.html"}],"law_id":75573,"edition_id":1,"section_id":75573,"structure_id":15649,"section_number":"13.1-1011","catch_line":"Articles of organization","history":"1991, c. 168; 1992, c. 574; 1993, c. 113; 1997, c. 190; 2000, c. 162; 2001, cc. 517, 541; 2004, c. 314; 2006, c. 748; 2009, c. 763.","full_text":"A\n\nThe articles of organization shall set forth:1\n\nA name for the limited liability company that satisfies the requirements of § 13.1-1012;2\n\nThe post office address, including the street and number, if any, of the limited liability company’s initial registered office, the name of the city or county in which it is located, the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and one of the following: a member or manager of the limited liability company, a member or manager of a limited liability company that is a member or manager of the limited liability company, an officer or director of a corporation that is a member or manager of the limited liability company, a general partner of a general or limited partnership that is a member or manager of the limited liability company, a trustee of a trust that is a member or manager of the limited liability company, or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth; and3\n\nThe post office address, including the street and number, if any, of the principal office of the limited liability company, which may be the same as the registered office, but need not be within the Commonwealth.B\n\nThe articles of organization may set forth any other matter that under this chapter is permitted to be set forth in an operating agreement of a limited liability company.C\n\nThe articles of organization need not set forth any of the powers enumerated in this chapter.D\n\nIf the Commission finds that the articles of organization comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of organization.","order_by":null,"text":{"0":{"id":271471,"text":"The articles of organization shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":271472,"text":"A name for the limited liability company that satisfies the requirements of § 13.1-1012;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":271473,"text":"The post office address, including the street and number, if any, of the limited liability company’s initial registered office, the name of the city or county in which it is located, the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and one of the following: a member or manager of the limited liability company, a member or manager of a limited liability company that is a member or manager of the limited liability company, an officer or director of a corporation that is a member or manager of the limited liability company, a general partner of a general or limited partnership that is a member or manager of the limited liability company, a trustee of a trust that is a member or manager of the limited liability company, or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":271474,"text":"The post office address, including the street and number, if any, of the principal office of the limited liability company, which may be the same as the registered office, but need not be within the Commonwealth.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":271475,"text":"The articles of organization may set forth any other matter that under this chapter is permitted to be set forth in an operating agreement of a limited liability company.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":271476,"text":"The articles of organization need not set forth any of the powers enumerated in this chapter.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"6":{"id":271477,"text":"If the Commission finds that the articles of organization comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of organization.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":15649,"edition_id":1,"name":"Formation","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:57:22","date_modified":"2026-06-26 03:57:22","permalink":{"id":148741,"object_type":"structure","relational_id":15649,"identifier":"2","token":"13.1\/12\/2","url":"\/13.1\/12\/2\/","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":64201,"structure_id":15649,"section_number":"13.1-1008","catch_line":"Purposes","url":"\/13.1-1008\/","token":"13.1\/12\/2\/13.1-1008","metadata":false},{"id":62601,"structure_id":15649,"section_number":"13.1-1009","catch_line":"Powers","url":"\/13.1-1009\/","token":"13.1\/12\/2\/13.1-1009","metadata":false},{"id":73722,"structure_id":15649,"section_number":"13.1-1010","catch_line":"Organizers","url":"\/13.1-1010\/","token":"13.1\/12\/2\/13.1-1010","metadata":false},{"id":83729,"structure_id":15649,"section_number":"13.1-1010.1","catch_line":"Repealed","url":"\/13.1-1010.1\/","token":"13.1\/12\/2\/13.1-1010.1","metadata":false},{"id":75573,"structure_id":15649,"section_number":"13.1-1011","catch_line":"Articles of organization","url":"\/13.1-1011\/","token":"13.1\/12\/2\/13.1-1011","metadata":false},{"id":70955,"structure_id":15649,"section_number":"13.1-1011.1","catch_line":"Articles of correction","url":"\/13.1-1011.1\/","token":"13.1\/12\/2\/13.1-1011.1","metadata":false},{"id":82092,"structure_id":15649,"section_number":"13.1-1012","catch_line":"Name","url":"\/13.1-1012\/","token":"13.1\/12\/2\/13.1-1012","metadata":false},{"id":60639,"structure_id":15649,"section_number":"13.1-1013","catch_line":"Reserved name","url":"\/13.1-1013\/","token":"13.1\/12\/2\/13.1-1013","metadata":false},{"id":76907,"structure_id":15649,"section_number":"13.1-1014","catch_line":"Amendment of articles of organization","url":"\/13.1-1014\/","token":"13.1\/12\/2\/13.1-1014","metadata":false},{"id":59818,"structure_id":15649,"section_number":"13.1-1014.1","catch_line":"Restatement of articles of organization","url":"\/13.1-1014.1\/","token":"13.1\/12\/2\/13.1-1014.1","metadata":false}],"previous_section":{"id":83729,"structure_id":15649,"section_number":"13.1-1010.1","catch_line":"Repealed","url":"\/13.1-1010.1\/","token":"13.1\/12\/2\/13.1-1010.1","metadata":false},"next_section":{"id":70955,"structure_id":15649,"section_number":"13.1-1011.1","catch_line":"Articles of correction","url":"\/13.1-1011.1\/","token":"13.1\/12\/2\/13.1-1011.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1011\/","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 8 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 1992, chapter 574; in 1993, chapter 113; in 1997, chapter 190<\/a>; in 2000, chapter 162<\/a>; in 2001, chapters 517<\/a> and 541<\/a>; in 2004, chapter 314<\/a>; in 2006, chapter 748<\/a>; in 2009, chapter 763<\/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":76131,"section_number":"13.1-1075","catch_line":"Domestication","order_by":null,"url":"\/13.1-1075\/"},{"id":64250,"section_number":"56-1","catch_line":"Definitions","order_by":null,"url":"\/56-1\/"}],"refers_to":[{"id":82092,"section_number":"13.1-1012","catch_line":"Name","order_by":null,"url":"\/13.1-1012\/"}],"permalink":{"id":148759,"object_type":"law","relational_id":75573,"identifier":"13.1-1011","token":"13.1\/12\/2\/13.1-1011","url":"\/13.1-1011\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1011\/","token":"13.1\/12\/2\/13.1-1011","dublin_core":{"Title":"Articles of organization","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1011","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The articles of organization<\/span> shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A name for the limited liability company<\/span> that satisfies the requirements of § 13.1-1012<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The post office address, including the street and number, if any, of the limited liability company<\/span>’s initial registered office, the name of the city or county in which it is located, the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and one of the following: a member<\/span> or manager<\/span> of the limited liability company<\/span>, a member<\/span> or manager<\/span> of a limited liability company<\/span> that is a member<\/span> or manager<\/span> of the limited liability company<\/span>, an officer or director of a corporation that is a member<\/span> or manager<\/span> of the limited liability company<\/span>, a general partner of a general or limited partnership that is a member<\/span> or manager<\/span> of the limited liability company<\/span>, a trustee of a trust that is a member<\/span> or manager<\/span> of the limited liability company<\/span>, or a member<\/span> of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company<\/span> or registered limited liability partnership<\/span> authorized to transact business in the Commonwealth; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The post office address, including the street and number, if any, of the principal office<\/span> of the limited liability company<\/span>, which may be the same as the registered office, but need not be within the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The articles of organization<\/span> may set forth any other matter that under this chapter is permitted to be set forth in an operating agreement<\/span> of a limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The articles of organization<\/span> need not set forth any of the powers enumerated in this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the Commission<\/span> finds that the articles of organization<\/span> comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of organization. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF ORGANIZATION (\u00a7 13.1-1011)\n\nA. The articles of organization shall set forth:\n\n 1. A name for the limited liability company that satisfies the requirements of\n § 13.1-1012;\n\n 2. The post office address, including the street and number, if any, of the\n limited liability company’s initial registered office, the name of the\n city or county in which it is located, the name of its initial registered\n agent at that office, and that the agent is either (i) an individual who is a\n resident of Virginia and one of the following: a member or manager of the\n limited liability company, a member or manager of a limited liability company\n that is a member or manager of the limited liability company, an officer or\n director of a corporation that is a member or manager of the limited liability\n company, a general partner of a general or limited partnership that is a\n member or manager of the limited liability company, a trustee of a trust that\n is a member or manager of the limited liability company, or a member of the\n Virginia State Bar or (ii) a domestic or foreign stock or nonstock\n corporation, limited liability company or registered limited liability\n partnership authorized to transact business in the Commonwealth; and\n\n 3. The post office address, including the street and number, if any, of the\n principal office of the limited liability company, which may be the same as\n the registered office, but need not be within the Commonwealth.\n\nB. The articles of organization may set forth any other matter that under this\nchapter is permitted to be set forth in an operating agreement of a limited\nliability company.\n\nC. The articles of organization need not set forth any of the powers enumerated\nin this chapter.\n\nD. If the Commission finds that the articles of organization comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of organization.\n\nHISTORY: 1991, c. 168; 1992, c. 574; 1993, c. 113; 1997, c. 190; 2000, c. 162;\n2001, cc. 517, 541; 2004, c. 314; 2006, c. 748; 2009, c. 763.","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}}