A. Authority.
1. 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.
2. If a limited liability company has only one member, an operating agreement shall be deemed to include:
a. 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.
b. 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. Adoption and amendment.
1. 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.
2. 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.
3. 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.
C. Enforcement of operating agreement.
1. 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.
2. 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.
1991, c. 168; 1993, c. 113; 1997, c. 190; 2005, c. 255; 2009, c. 763; 2012, c. 706.
Notes of Decisions
Flippo v. CSC Assocs. III, L.L.C., 547 S.E.2d 216 (Va. 2001).
· cites it 2× “Code § 13.1-1023(C)(1) authorizes a court of equity to enforce an operating agreement by relief “that the court in its discretion determines to be fair and appropriate.”
In Re DeLuca, 194 B.R. 65 (Bankr. E.D. Va. 1996).
“§ 13.1-1023(A), Va.Code Ann. Management of the company is vested in the members in proportion to their capital contributions, as adjusted for additional contributions and distributions, unless the articles of organization or the operating agreement provide that the company will…”
Schur v. Sprenkle, 84 Va. Cir. 418 (Richmond County Cir. Ct. 2012).
· cites it 3× “In the Arlington suit, plaintiff sought to compel the production of financial records as provided for in Va. Code § 13.1-1023(C)(1) as well as injunctive and other relief against the defendant as a managing member of Black Water Management, L.”
In Re DeLuca, 194 B.R. 79 (Bankr. E.D. Va. 1996).
“§ 13.1-1023(A), Va.Code Ann. Management of the company is vested in the members in proportion to their capital contributions, as adjusted for additional contributions and distributions, unless the articles of organization or the operating agreement provide that the company will…”
Ticonderoga Farms, LLC v. Alexander B. Knop (Va. Ct. App. 2024).
· cites it 7× “Accordingly, under Code § 13.1-1023(B), father’s draft operating agreement never went into effect and Ticonderoga Farms had no effective operating agreement.”
Broyhill v. DeLUCA (In re DeLUCA), 194 B.R. 65 (Bankr. E.D. Va. 1996).
“§ 13.1-1023(A), Va.Code Ann. Management of the company is vested in the members in proportion to their capital contributions, as adjusted for additional contributions and distributions, unless the articles of organization or the operating agreement provide that the company will…”
JTB Enter., L.C. v. D & B Venture, L.C. (In re DeLUCA), 194 B.R. 79 (Bankr. E.D. Va. 1996).
“§ 13.1-1023(A), Va.Code Ann. Management of the company is vested in the members in proportion to their capital contributions, as adjusted for additional contributions and distributions, unless the articles of organization or the operating agreement provide that the company will…”
Davis v. Davis, 72 Va. Cir. 523 (Arlington Cir. Ct. 2007).
· cites it 4× “Written Authority Under the Operating Agreement to Employ Counsel Under Virginia Code § 13.1-1023(C)(l),thisCourthastheauthorityto “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…”
Mark McLeod v. Eric Parekh (Va. Ct. App. 2025).
· cites it 2× “”), superseded by statute on other grounds by Code § 13.1-1023 (governing operating agreements).”
Ott v. Monroe, 282 Va. 403 (Va. 2011).
· cites it 2× “” Additionally, Code § 13.1-1023(A) provides that an operating agreement may not contain provisions inconsistent with the laws of the Commonwealth.”
Va. Code Ann. § 13.1-1023(A): 5 cases
In Re DeLuca, 194 B.R. 65 (Bankr. E.D. Va. 1996).
“§ 13.1-1023(A), Va.Code Ann. Management of the company is vested in the members in proportion to their capital contributions, as adjusted for additional contributions and distributions, unless the articles of organization or the operating agreement provide that the company will…”
In Re DeLuca, 194 B.R. 79 (Bankr. E.D. Va. 1996).
“§ 13.1-1023(A), Va.Code Ann. Management of the company is vested in the members in proportion to their capital contributions, as adjusted for additional contributions and distributions, unless the articles of organization or the operating agreement provide that the company will…”
Broyhill v. DeLUCA (In re DeLUCA), 194 B.R. 65 (Bankr. E.D. Va. 1996).
“§ 13.1-1023(A), Va.Code Ann. Management of the company is vested in the members in proportion to their capital contributions, as adjusted for additional contributions and distributions, unless the articles of organization or the operating agreement provide that the company will…”
JTB Enter., L.C. v. D & B Venture, L.C. (In re DeLUCA), 194 B.R. 79 (Bankr. E.D. Va. 1996).
“§ 13.1-1023(A), Va.Code Ann. Management of the company is vested in the members in proportion to their capital contributions, as adjusted for additional contributions and distributions, unless the articles of organization or the operating agreement provide that the company will…”
Ott v. Monroe, 282 Va. 403 (Va. 2011).
“” Additionally, Code § 13.1-1023(A) provides that an operating agreement may not contain provisions inconsistent with the laws of the Commonwealth.”
Va. Code Ann. § 13.1-1023(A)(1): 1 case
Va. Code Ann. § 13.1-1023(B): 1 case
Ticonderoga Farms, LLC v. Alexander B. Knop (Va. Ct. App. 2024).
“Accordingly, under Code § 13.1-1023(B), father’s draft operating agreement never went into effect and Ticonderoga Farms had no effective operating agreement.”
Va. Code Ann. § 13.1-1023(B)(1): 2 cases
Ticonderoga Farms, LLC v. Alexander B. Knop (Va. Ct. App. 2024).
“Accordingly, under Code § 13.1-1023(B), father’s draft operating agreement never went into effect and Ticonderoga Farms had no effective operating agreement.”
Va. Code Ann. § 13.1-1023(C)(1): 2 cases
Flippo v. CSC Assocs. III, L.L.C., 547 S.E.2d 216 (Va. 2001).
“Code § 13.1-1023(C)(1) authorizes a court of equity to enforce an operating agreement by relief “that the court in its discretion determines to be fair and appropriate.”
Schur v. Sprenkle, 84 Va. Cir. 418 (Richmond County Cir. Ct. 2012).
“In the Arlington suit, plaintiff sought to compel the production of financial records as provided for in Va. Code § 13.1-1023(C)(1) as well as injunctive and other relief against the defendant as a managing member of Black Water Management, L.”
Va. Code Ann. § 13.1-1023(C)(l): 1 case
Davis v. Davis, 72 Va. Cir. 523 (Arlington Cir. Ct. 2007).
“Written Authority Under the Operating Agreement to Employ Counsel Under Virginia Code § 13.1-1023(C)(l),thisCourthastheauthorityto “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…”
Va. Code Ann. § 13.1-1023(Á)(1): 1 case
Davis v. Davis, 72 Va. Cir. 523 (Arlington Cir. Ct. 2007).
“Written Authority Under the Operating Agreement to Employ Counsel Under Virginia Code § 13.1-1023(C)(l),thisCourthastheauthorityto “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…”
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