Certificate of Organization for Virginia


A _____________________ LIMITED LIABILITY COMPANY


The exact name of the company is _____________.

Company Address


This company is organized for the purposes of transacting any and all lawful business for which companies may be formed under state law.

The company's principal business activity is in the field of _____________. _____________

Registered Agent

The name of the initial registered agent is _____________.



Instructions for Your Articles of Organization

The articles of organization set forth certain basic information about your new limited liability company as required by your state. The following are some helpful guidelines to follow as you complete this important document bringing your business into existence.

Company Name

Enter the exact proposed company name. Include the exact spelling, punctuation, and appropriate entity identifier such as "Limited Liability Company" or "LLC."

In most states, it is possible to conduct an online search in order to determine if your desired company name is available. It is best practice to conduct a search for your new LLC's proposed business name to ensure that your company's name is unique and will not be confused with other similarly-named businesses.

Company Address

For the company address, enter the address of the company's office. This is generally within the state of organization or formation. Do not use a post office box (P.O. Box) address.

Company's Mailing Address

If the company's initial and physical address is not where the company wants to receive regular mail, select "Yes" to add a different mailing address. Enter the desired mailing address for the company where prompted. This may be a P.O. Box address.


The purpose describes the company's general mission and business activity at the time of initial filing. It is possible to change the company's purpose and activities at a later date; however, an initial description must be provided.

The purpose description may be broad and general. Select "No," when prompted, to indicate that the purpose is to establish a company whose purpose is to conduct any lawful activities. This is the default description for most companies.

If the company wants to specify its purpose, select "Yes" when prompted to indicate a specific purpose. For example, a company that creates and hosts websites may have a specific purpose such as "To register domains and create, design, host, and maintain commercial websites for customers." The document will still retain the general language that the company may engage in any lawful activities. This ensures that the company does not unnecessarily limit its activities and options in the future.

Principal Activity

Select the category of business activity that best describes the company's primary activity at the initial filing. The categories and additional specifics are created by the IRS to classify business activities.


One of the best features of a company is its ability to exist in perpetuity. Theoretically, a company may remain in existence forever. Since most companies do not have an end date in mind when the company is established, most companies select its duration to be "Perpetual." This means that the company will continue until terminated by its owners.

If, for any reason, your company is established for a fixed duration, select the "Limited, ending on a fixed date" or "Limited, ending in a number of years," or "Limited, ending at occurrence of a specific event" option to specify when the company will cease to exist.

Registered Agent: Name, Address, and Consent

A registered agent is also known as a "statutory agent." This may be an individual or a business entity residing within the company's registered state. The registered agent is statutorily responsible for ensuring reliable communication between the state and the company by receiving and forwarding service of process, such as lawsuits, legal documents, notices, or demands, on to the company. It is important to note that a company may appoint a member, manager, or officer of the company as its registered agent, but the company itself may not act as its own registered agent.

It is mandatory that every company provide the registered agent's full name. If the registered agent is a business entity, you should include the entity designation of the business such as "Inc." or "Co."

It is also mandatory that every company provide the address where the registered agent is required to receive the company's legal correspondence. Check with your state regarding any specific requirements for listing the registered agent's address. LegalNature provides the registered agent with the option to use the company's physical address, the company's mailing address, or any other address where the registered agent is willing and able to receive mail for the company.

To ensure that the registered agent understands his or her responsibilities and confirms this understanding to the state, the company may include a Consent of Registered Agent form for the registered agent to execute. The form states that the registered agent agrees to become a registered agent for the company, to receive service of process and forward such correspondence to the company, and to update the state should the registered agent resign or be replaced. Select "Yes" to the question "Include Statement of Registered Agent's Consent" to include this form for your registered agent to sign.

Email Address (Optional)

As states move forward to update their procedures and systems to accommodate new forms of communication such as electronic mail, it may be useful to include your company's email address as an optional communication channel. As states maintain their documents and contact addresses differently, some of which may be or become public information, the company may consider using a business email address instead of the personal email address of an individual affiliated with the company for privacy purposes.

Management Information

In a member-managed company, the day-to-day management and responsibilities of a limited liability company reside with its members. The members are active investors and owners in the LLC. They are directly involved in running the company's daily operations.

Alternatively, in a manager-managed limited liability company, the day-to-day management and responsibilities reside with the appointed managers. The members are more passive investors and owners in the LLC. They are not directly involved in the running of the company's daily operations and do not take on any managerial responsibilities.

Select the type of management structure you want for your company. Keep in mind that there are many ways to structure managerial responsibilities as long as the company always has one or more members and a manager if the company is manager-managed. The designated manager may be a member of the company.

Initial Member Information

Enter the name and complete address of each initial member of the company. Members may want to consider using a business address rather than a residential or private address for privacy purposes as these addresses may become public information. Do not provide social security numbers, dates of birth, or other private identification information.

For each member, select the appropriate statement on whether they will be personally liable for the company's debts, liabilities, and obligations. Generally, as indicated by the "limited liability" entity name, members of a limited liability company are not personally responsible for the business's debt. However, some companies may wish to adjust that rule for many reasons, including ease in financing or upon request by their bank. Select "No" to prevent third parties from holding the member personally responsible for the company's debts. Select "Yes, some debts" to allow third parties to hold the member personally responsible for only the debts specified in the following question field. Select "Yes, all debts" to allow third parties to hold the member personally responsible for any and all of the company's debts.

Initial Manager Information

In this section, you will give the name and address of each initial manager, if any. Managers may want to consider using a business address rather than a residential or private address for privacy purposes as these addresses may become public information. Do not provide social security numbers, dates of birth, or other private identification information. Remember, a manager may also be a member of the company. Do not forget to list managers who are also members.

Additional Articles

You may add any additional terms that have not already been addressed in your articles of organization. Use complete sentences and remember, your articles of organization do not need to be long or complicated as long as they satisfy state requirements.


An organizer is a person—or business entity if permitted in your state—that prepares, files, and verifies the truth and accuracy of the articles of organization, and signs the articles of organization. In essence, the organizer sets up the company by creating its organization or formation documents with the state.

List each and every organizer's full name and address. As the organizer's address may become public information, the organizers may consider using a business address rather than a residential or private address to protect their privacy. Every organizer listed must sign the articles of organization.

Next Steps

  • File the Articles of Organization
    • Execute the articles of organization and Consent of Registered Agent, if applicable.
    • Prepare payment of the necessary state filing fee.
    • File the articles of organization pursuant to instructions from the state. Depending on the state, you may be able to file by mail, fax, in person, or online.
  • Create a Limited Liability Operating Agreement
    • Operating agreements are a set of rules and procedures used to determine how a company will be run by the interested parties, including, but not limited to, the members, managers, and officers. They are internal documents that facilitate the smooth operation of your new limited liability company. Operating agreements do not need to be filed with the state, but they are fundamental to a company and should be one of the first documents created. LegalNature's library of documents include an operating agreement that can be easily created and immediately adopted for your company's use.
  • Hold the First Member or Manager Meeting
    • The first member or manager meeting is where fundamental decisions about the company are made. For example, this is where the operating agreement may be adopted; officers may be appointed; organizers may resign; tax selection of the company may be approved; directions may be given to managers or officers; and authority to open bank accounts, enter into contracts, or incur other expenses may be approved.
    • Prior to the meeting, a notice of meeting should be sent to the relevant parties.
    • If no notice for the meeting was given, a waiver of notice should be executed at the meeting. This form may be found at LegalNature.com.
    • The meeting details should be documented by a party designated as the meeting secretary in the meeting minutes.
    • Any company resolutions passed at the first meeting should be recorded in a corporate resolution document.
  • Set Up a Company Records Book to Store and Maintain Company Documents
    • Company documents that belong in the company records book include, but are not limited to, the documents below, all of which may be provided to you by LegalNature.
      • This articles of organization document
      • Operating agreement
      • Meeting minutes
      • Corporate resolutions
      • Notice of meeting
      • Waiver of meeting
  • Comply with Local, State, and Federal Regulations
    • Your company's business and purpose may require business licenses from your city, county, or state. For example, hair salons generally require city or state permits. Consult your local government's business bureau to confirm whether you need a license or permit for your business and how to obtain them if necessary.
    • Satisfy state reporting and tax requirements.
      • Companies are subject to state tax. For some states, the tax rate is based upon the entity designation. For others, the tax rate may be based on their gross receipts. Consult your state agency to satisfy your state's tax requirements accurately and in a timely manner.
      • Certain states also require reporting on a regular basis, such as annual or biennial reports. This requires a company to update the state on any changes in the company, and sometimes requires the company to disclose certain information regarding the company's operations in the past year. Consult your state agency to satisfy the state's reporting and filing requirements.
    • Apply for a federal employer identification number (EIN) with the Internal Revenue Service (IRS). This is also known as your company's Federal Tax Identification Number and is used to identify a business entity for tax and hiring purposes.
Please note that the language you see here changes depending on your answers to the document questionnaire.

Certificate of Organization

Certificate of Organization is filed with the state in order to create a limited liability company. After you receive approval from the state, your new business will officially be ready to begin operations.

LegalNature provides step-by-step instructions to help you customize the form with your company name, purpose, duration, member or manager information, and much more.

Get started now with LegalNature to simply and easily form your LLC!

Show Less
user guide icon Help Guide

This guide provides an explanation of the key terms and considerations when creating your certificate. Here we elaborate on the step-by-step guidance we provide you when answering our document questionnaire.

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checklist icon Checklist

Review the basic steps you will need to follow after completing your certificate. This includes creating your operating agreement, holding your first members meeting, setting up your company records book, and more.

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