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Management of limited liability company. A. Except to the extent that the articles of organization or an operating agreement provides in writing for management of a limited liability company by a manager or managers, management of a limited liability company shall be vested in its members.
Requirements for the Articles of Organization The document required to form an LLC in Virginia is called the Articles of Organization. The information required in the formation document varies by state. Virginia's requirements include: Registered agent.
Stock Purchase Agreements: the stock in a corporation is sold to a new owner, often making the new owner or the sole or majority owner. Membership Interest Transfer Agreements: the membership interests in an LLC are sold or transferred, often used when a business partner or member of the LLC leaves the business.
A membership interest purchase agreement, sometimes called a MIPA, is a contract between a seller and a buyer to transfer the ownership of an LLC. A MIPA transfers the whole company with all of its assets and liabilities being transferred by the contract.
Virginia does not require an operating agreement in order to form an LLC, but executing one is highly advisable.
Common pitfalls of a poorly drafted Operating Agreement include failing to: (i) specify what authority managers or members have; (ii) carve out key decisions that require a higher approval threshold (e.g., dissolution, sale of all or substantially all of the assets of the LLC, etc.); (iii) address how deadlocks in the ...
Delaware does NOT require an operating agreement. However, it is highly recommended to have a LLC operating agreement even if you are only a single member LLC. The state of Delaware recognizes operating agreements and governing documents.
Your Virginia LLC operating agreement is a legal document that establishes rules for how your LLC will handle procedures like voting, allocating profits and losses, management, and even?should it ever come to this?dissolution.