{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1023.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1023.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1023.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1023.html"}],"law_id":59774,"edition_id":1,"section_id":59774,"structure_id":13202,"section_number":"13.1-1023","catch_line":"Operating agreement","history":"1991, c. 168; 1993, c. 113; 1997, c. 190; 2005, c. 255; 2009, c. 763; 2012, c. 706.","full_text":"A\n\nAuthority.1\n\nThe members of a limited liability company may enter into any operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members. A limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business to the extent that such provisions are not inconsistent with the laws of the Commonwealth or the articles of organization. An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth in the operating agreement.2\n\nIf a limited liability company has only one member, an operating agreement shall be deemed to include:\n\t\t\t\ta. Any writing signed by the member, without regard to whether the writing constitutes an agreement, that relates to the affairs of the limited liability company and the conduct of its business.\n\t\t\t\tb. Any agreement, regardless of whether the agreement is in writing, between the member and the limited liability company, that relates to the affairs of the limited liability company and the conduct of its business, provided that the limited liability company has a manager that is a person other than the member.B\n\nAdoption and amendment.1\n\nAn operating agreement must initially be agreed to by all of the members. Unless the articles of organization or a written operating agreement specifically requires otherwise, an operating agreement need not be in writing.2\n\nIf the articles of organization or an operating agreement does not provide for the manner by which an operating agreement may be amended, then all of the members must agree to any amendment of an operating agreement.3\n\nIf the articles of organization or the operating agreement provide for the manner by which an operating agreement may be amended, including by requiring the approval of a person who is not a party to the operating agreement or requiring the satisfaction of conditions, an operating agreement may be amended only in that manner or as otherwise permitted by law; provided that (i) the approval of any person may be waived by that person and (ii) any conditions may be waived by all persons for whose benefit the conditions were intended.C\n\nEnforcement of operating agreement.1\n\nA court of equity may enforce an operating agreement by injunction or by such other relief that the court in its discretion determines to be fair and appropriate in the circumstances.2\n\nAs an alternative to injunctive or other equitable relief, when the provisions of § 13.1-1047 are applicable, the court may order dissolution of the limited liability company.","order_by":null,"text":{"0":{"id":218932,"text":"Authority.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":218933,"text":"The members of a limited liability company may enter into any operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members. A limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business to the extent that such provisions are not inconsistent with the laws of the Commonwealth or the articles of organization. An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth in the operating agreement.","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":218934,"text":"If a limited liability company has only one member, an operating agreement shall be deemed to include:\n\t\t\t\ta. Any writing signed by the member, without regard to whether the writing constitutes an agreement, that relates to the affairs of the limited liability company and the conduct of its business.\n\t\t\t\tb. Any agreement, regardless of whether the agreement is in writing, between the member and the limited liability company, that relates to the affairs of the limited liability company and the conduct of its business, provided that the limited liability company has a manager that is a person other than the member.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":218935,"text":"Adoption and amendment.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B1"},"4":{"id":218936,"text":"An operating agreement must initially be agreed to by all of the members. Unless the articles of organization or a written operating agreement specifically requires otherwise, an operating agreement need not be in writing.","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"5":{"id":218937,"text":"If the articles of organization or an operating agreement does not provide for the manner by which an operating agreement may be amended, then all of the members must agree to any amendment of an operating agreement.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"6":{"id":218938,"text":"If the articles of organization or the operating agreement provide for the manner by which an operating agreement may be amended, including by requiring the approval of a person who is not a party to the operating agreement or requiring the satisfaction of conditions, an operating agreement may be amended only in that manner or as otherwise permitted by law; provided that (i) the approval of any person may be waived by that person and (ii) any conditions may be waived by all persons for whose benefit the conditions were intended.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"7":{"id":218939,"text":"Enforcement of operating agreement.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"C1"},"8":{"id":218940,"text":"A court of equity may enforce an operating agreement by injunction or by such other relief that the court in its discretion determines to be fair and appropriate in the circumstances.","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"9":{"id":218941,"text":"As an alternative to injunctive or other equitable relief, when the provisions of § 13.1-1047 are applicable, the court may order dissolution of the limited liability company.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1"}},"ancestry":[{"id":13202,"edition_id":1,"name":"Relationship of Members to Each Other","identifier":"5","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:44:26","date_modified":"2026-06-26 03:44:26","permalink":{"id":148823,"object_type":"structure","relational_id":13202,"identifier":"5","token":"13.1\/12\/5","url":"\/13.1\/12\/5\/","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":74765,"structure_id":13202,"section_number":"13.1-1022","catch_line":"Management of limited liability company","url":"\/13.1-1022\/","token":"13.1\/12\/5\/13.1-1022","metadata":false},{"id":59774,"structure_id":13202,"section_number":"13.1-1023","catch_line":"Operating agreement","url":"\/13.1-1023\/","token":"13.1\/12\/5\/13.1-1023","metadata":false},{"id":61654,"structure_id":13202,"section_number":"13.1-1023.1","catch_line":"Remedies for breach of operating agreement by member or manager","url":"\/13.1-1023.1\/","token":"13.1\/12\/5\/13.1-1023.1","metadata":false},{"id":62304,"structure_id":13202,"section_number":"13.1-1024","catch_line":"Management of a limited liability company by a manager or managers","url":"\/13.1-1024\/","token":"13.1\/12\/5\/13.1-1024","metadata":false},{"id":69370,"structure_id":13202,"section_number":"13.1-1024.1","catch_line":"General standards of conduct for a manager","url":"\/13.1-1024.1\/","token":"13.1\/12\/5\/13.1-1024.1","metadata":false},{"id":71595,"structure_id":13202,"section_number":"13.1-1025","catch_line":"Limitation of liability of members and managers; exception","url":"\/13.1-1025\/","token":"13.1\/12\/5\/13.1-1025","metadata":false},{"id":54912,"structure_id":13202,"section_number":"13.1-1026","catch_line":"Business transactions of members or managers with the limited liability company","url":"\/13.1-1026\/","token":"13.1\/12\/5\/13.1-1026","metadata":false},{"id":73291,"structure_id":13202,"section_number":"13.1-1027","catch_line":"Contributions","url":"\/13.1-1027\/","token":"13.1\/12\/5\/13.1-1027","metadata":false},{"id":54212,"structure_id":13202,"section_number":"13.1-1028","catch_line":"Information and records","url":"\/13.1-1028\/","token":"13.1\/12\/5\/13.1-1028","metadata":false}],"previous_section":{"id":74765,"structure_id":13202,"section_number":"13.1-1022","catch_line":"Management of limited liability company","url":"\/13.1-1022\/","token":"13.1\/12\/5\/13.1-1022","metadata":false},"next_section":{"id":61654,"structure_id":13202,"section_number":"13.1-1023.1","catch_line":"Remedies for breach of operating agreement by member or manager","url":"\/13.1-1023.1\/","token":"13.1\/12\/5\/13.1-1023.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1023\/","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 1993, chapter 113; in 1997, chapter 190<\/a>; in 2005, chapter 255<\/a>; in 2009, chapter 763<\/a>; in 2012, chapter 706<\/a>.<\/p>","references":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"},{"id":84390,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","order_by":null,"url":"\/13.1-1094\/"}],"refers_to":[{"id":71676,"section_number":"13.1-1047","catch_line":"Judicial dissolution","order_by":null,"url":"\/13.1-1047\/"}],"permalink":{"id":148829,"object_type":"law","relational_id":59774,"identifier":"13.1-1023","token":"13.1\/12\/5\/13.1-1023","url":"\/13.1-1023\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1023\/","token":"13.1\/12\/5\/13.1-1023","dublin_core":{"Title":"Operating agreement","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1023","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Authority. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The members<\/span> of a limited liability company<\/span> may enter into any operating agreement<\/span> to regulate or establish the affairs of the limited liability company<\/span>, the conduct of its business and the relations of its members<\/span>. A limited liability company<\/span> is bound by its operating agreement<\/span> whether or not the limited liability company<\/span> executes the operating agreement<\/span>. An operating agreement<\/span> may contain any provisions regarding the affairs of a limited liability company<\/span> and the conduct of its business to the extent that such provisions are not inconsistent with the laws<\/span> of the Commonwealth or the articles of organization<\/span>. An operating agreement<\/span> may provide rights to any person<\/span>, including a person<\/span> who is not a party<\/span> to the operating agreement<\/span>, to the extent set forth in the operating agreement<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If a limited liability company<\/span> has only one member<\/span>, an operating agreement<\/span> shall be deemed to include:\n\t\t\t\ta. Any writing signed by the member<\/span>, without regard to whether the writing constitutes an agreement, that relates to the affairs of the limited liability company<\/span> and the conduct of its business.\n\t\t\t\tb. Any agreement, regardless of whether the agreement is in writing, between the member<\/span> and the limited liability company<\/span>, that relates to the affairs of the limited liability company<\/span> and the conduct of its business, provided that the limited liability company<\/span> has a manager<\/span> that is a person<\/span> other than the member<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Adoption and amendment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> An operating agreement<\/span> must initially be agreed to by all of the members<\/span>. Unless the articles of organization<\/span> or a written operating agreement<\/span> specifically requires otherwise, an operating agreement<\/span> need not be in writing. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the articles of organization<\/span> or an operating agreement<\/span> does not provide for the manner by which an operating agreement<\/span> may be amended, then all of the members<\/span> must agree to any amendment of an operating agreement<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the articles of organization<\/span> or the operating agreement<\/span> provide for the manner by which an operating agreement<\/span> may be amended, including by requiring the approval of a person<\/span> who is not a party<\/span> to the operating agreement<\/span> or requiring the satisfaction of conditions, an operating agreement<\/span> may be amended only in that manner or as otherwise permitted by law<\/span>; provided that (i) the approval of any person<\/span> may be waived by that person<\/span> and (ii) any conditions may be waived by all persons<\/span> for whose benefit the conditions were intended. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Enforcement of operating agreement<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A court<\/span> of equity<\/span> may enforce an operating agreement<\/span> by injunction<\/span> or by such other relief that the court<\/span> in its discretion determines to be fair and appropriate in the circumstances. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> As an alternative to injunctive or other equitable<\/span> relief, when the provisions of § 13.1-1047<\/a> are applicable, the court<\/span> may order<\/span> dissolution of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nOPERATING AGREEMENT (\u00a7 13.1-1023)\n\nA. Authority.\n\n 1. The members of a limited liability company may enter into any operating\n agreement to regulate or establish the affairs of the limited liability\n company, the conduct of its business and the relations of its members. A\n limited liability company is bound by its operating agreement whether or not\n the limited liability company executes the operating agreement. An operating\n agreement may contain any provisions regarding the affairs of a limited\n liability company and the conduct of its business to the extent that such\n provisions are not inconsistent with the laws of the Commonwealth or the\n articles of organization. An operating agreement may provide rights to any\n person, including a person who is not a party to the operating agreement, to\n the extent set forth in the operating agreement.\n\n 2. If a limited liability company has only one member, an operating agreement\n shall be deemed to include:\n \t\t\t\ta. Any writing signed by the member, without regard to whether the writing\n constitutes an agreement, that relates to the affairs of the limited liability\n company and the conduct of its business.\n \t\t\t\tb. Any agreement, regardless of whether the agreement is in writing,\n between the member and the limited liability company, that relates to the\n affairs of the limited liability company and the conduct of its business,\n provided that the limited liability company has a manager that is a person\n other than the member.\n\nB. Adoption and amendment.\n\n 1. An operating agreement must initially be agreed to by all of the members.\n Unless the articles of organization or a written operating agreement\n specifically requires otherwise, an operating agreement need not be in\n writing.\n\n 2. If the articles of organization or an operating agreement does not provide\n for the manner by which an operating agreement may be amended, then all of the\n members must agree to any amendment of an operating agreement.\n\n 3. If the articles of organization or the operating agreement provide for the\n manner by which an operating agreement may be amended, including by requiring\n the approval of a person who is not a party to the operating agreement or\n requiring the satisfaction of conditions, an operating agreement may be\n amended only in that manner or as otherwise permitted by law; provided that\n (i) the approval of any person may be waived by that person and (ii) any\n conditions may be waived by all persons for whose benefit the conditions were\n intended.\n\nC. Enforcement of operating agreement.\n\n 1. A court of equity may enforce an operating agreement by injunction or by\n such other relief that the court in its discretion determines to be fair and\n appropriate in the circumstances.\n\n 2. As an alternative to injunctive or other equitable relief, when the\n provisions of § 13.1-1047 are applicable, the court may order dissolution\n of the limited liability company.\n\nHISTORY: 1991, c. 168; 1993, c. 113; 1997, c. 190; 2005, c. 255; 2009, c. 763;\n2012, c. 706.","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}}