Address of state office for filing:
Clerk of the State Corporation Commission
PO Box 1197
Richmond, VA 23218-1197
Telephone: 804-371-9733
State web address: http://www.virginia.gov/
State law reference: Virginia Code Annotated, Title 13.1, Chapter 12.
Title of filing: Articles of Organization.
Filing Fee: $100
Name requirements: The official name must contain the words “Limited Liability Company,” “Limited Company,” or the abbreviations “LLC,” “L.L.C.,” “LC,” or “L.C.” (Section 13.1-1012). A company name may be reserved for renewable 120-day periods for a fee of $10. (Section 13.1-1013).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural person, nor a member. (Sections 13.1-1010, 13.1-1002).
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) mailing address, including street address, if any, of registered office, (3) name of registered agent, (4) if registered agent is an individual, a statement that he or she is either (a) an individual who is a resident of Virginia and either a member or manager of the company, (b) a member or manager of a limited liability company that is a member or manager of the company, (c) an officer or director of a corporation that is a member or manager of the company, (d) a general partner of a general or limited partnership that is a member or manager of the company, (e) a trustee of a trust that is a member or a manager of the company, or (f) a member of the Virginia State Bar, (5) if registered agent is a domestic or foreign stock or non-stock corporation, limited liability company, or registered limited liability partnership, that it is authorized to transact business in the Commonwealth, (6) the mailing address, including the street address, if any, of the principal office of the company, which may be the same as the registered office but need not be within Virginia, and (7) any other matters. (Section 13.1-1011).
Annual report requirement: Yes, to State Corporation Commission. (Section 13.1-1062) Annual Registration Fee is $50.00.
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. In addition, the effective date may be delayed up to 15 days if so stated in the Articles of Organization. (Section 13.11004(b)).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity. (Section 13.11002).
Other: None.
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