Llc Operating Agreement Virginia: Fill & Download for Free

The Virginia LLC fee schedule is posted at Virginia SCC - Office of the Clerk - Business Entity Forms The cost to file Articles of Cancellation is $25.The cost to file Articles of Organization Surrender is $25. LLC Organization Surrender is used to surrender organization in Virginia and become domesticated under the LLC laws of another jurisdiction. It is a continuation process.If you form an Iowa LLC, but continue to do business in Virginia, the cost to file Application for a Certificate of Registration to Transact Business in Virginia as a Foreign Limited Liability Company is $100.Nolo has an article on dissolving a Virginia LLC at How to Dissolve an LLC in Virginia | Nolo.comThe Iowa LLC fee schedule is posted at Business Entity Forms and Fees The cost to file an LLC Certificate of Organization is $50.If you keep the VA LLC but do business in Iowa, the cost to file an Application for a Certificate of Authority as a foreign LLC is $100.If you form an Iowa LLC and merge the VA LLC into the Iowa LLC the process is found in Iowa law at https://www.legis.iowa.gov/DOCS/ACO/IC/LINC/Section.489.1004.pdfI have done an LLC merger from Delaware to Colorado, without using an attorney, but it is a more complicated process, and I recommend using an attorney for a merger.You must follow state laws and the LLC Operating Agreement and Articles of Organization for any steps required in dissolving, relocating or merging the LLC. Decisions should be based on the best interest and goals of the LLC.Note: an LLC is not a corporation and does not incorporate under corporation laws. An LLC organizes under state LLC laws.Disclaimer: I am not an attorney and this information is not legal advice.

Disclaimer: I’m not a lawyer, so this isn’t legal advice. For that, you need a lawyer.Actually, the lines are fairly sharp. For instance, from a real estate perspective, the individual states are quite clear about what constitutes real estate and, therefore, what someone licensed to sell real estate can sell. For example, Virginia law states:"Residential real estate" means real property containing from one to four residential dwelling units and the sale of lots containing one to four residential dwelling units.There are a few gray areas, such as timeshares, though in Virginia it’s stated that timeshares may be sold by agents.I would imagine there are specific definitions applicable to security brokerage as well.But let me add on something else. Your question implies that security brokers might be able to sell LLCs while real estate agents might not.You don’t have to be a real estate agent or a securities broker to sell an LLC. If you’re the owner of an LLC, you’ve got the right to sell it. Further, depending on what the operating agreement says, the members of the LLC may be able to add additional partners, sell their interests, and so on. All that’s because a person may have an ownership interest in an LLC.Keep in mind, too, that—just as you don’t have to be an agent to sell an LLC—you don’t have to be an agent to sell real estate. People do it all the time, frequently as “For Sale By Owner.”And here’s an interesting twist on the discussion. An LLC can own real estate, as you likely know. But most “approved” real estate contracts don’t permit a contract to be assigned. Yes, you can cross out the prohibitions on assignment. Or you can attach your shortened contract (that permits assignment) as an addendum to the longer contract. But sometimes the listing agent and the seller won’t accept those changes.So, is there another technique to—in essence—assign a contract when it’s not assignable?Sure. The contract is written so that the purchaser is an LLC—let’s say 123 Main Street LLC. The LLC owns the contract. The contract itself forbids assignment. The solution: Sell the LLC. Because the LLC owns the contract, the purchaser of the LLC is acquiring the contract as part of the process. When it comes time to close, the new owners of 123 Main Street LLC go ahead and buy the property. The contract hasn’t been assigned; it’s just that the LLC has new owners.Something similar can be accomplished with a land trust with its beneficiaries.

A2A - U.S. perspectiveVarious perspectives on the history of the limited liability company (LLC) in the U.S. can be found via the following Google search: GoogleThe one that I find the most informative for the purposes of this question was published by the American Bar Association in 2004 (Is the Future Here? A History and Prognosis) with the permission of West. Substantial portions of that articles (which is lengthy) are reproduced below. Portions that address the question details are emphasized.The landscape of business forms has changed in the last 20 years. The irresistible force of state legislatures and lawyers met and ultimately conquered the immovable object of federal tax restrictions on choice of form.Two business forms dominated at the dawn of the modern era - General partnerships and corporations. General partnerships are the soup-to-nuts of the corporate form, being used by mom-and-pop operations to international accounting firms. In general partnerships, all owners equally share control, profits, losses and partnership property. To address disputes, every partner has the right to dissolve the firm and force the sale of its assets.With the corporation, shareholders are not liable for corporate debts beyond their investments and they lack the power to unilaterally to dissolve the firm. But these advantages come at the price of an owner-level tax on the firm's distributions on top of the levy on the corporation's earnings. Also, just as the partnership form can be a problem for larger firms, so the corporate form can be a problem for smaller ones. Courts enforced basic form alterations and legislatures offered special models that permitted partnership-type direct management, voting rules and financial sharing.Despite these changes, the corporate form never forgot its origins as the large business vehicle. Most important, owners might find themselves unhappily stuck in the company with no buyers for their shares and no other possibility of exit unless they could persuade their fellow shareholders to dissolve. Courts and legislatures devised remedies to deal with frozen-in owners, but the remedies either failed to match the flexibility of the partnership form or risked having a court impose relief contrary to the parties’ agreement.We needed a business form that combined the most useful elements of both partnerships and corporations for closely held firms -- limited liability, partnership default rules and flexibility, and flow-through taxation. In other words, “partneration.”…In 1977, Wyoming passed a limited liability company (LLC) statute that had everything partneration fans wanted -- limited liability for all members, partnership features such as dissolution at will and lack of free transferability, and members' ability to participate in control without risking loss of their limited liability. The federal government was reluctant, however, to bless the entity with partnership tax treatment.…In 1988, the IRS found that a Wyoming LLC could be taxed as a partnership. Revenue Ruling 88-76 . By the end of 1991, Colorado, Kansas, Virginia, Utah, Texas and Nevada had passed LLC statutes. Nevertheless, LLCs still had to play the tax-classification game. This meant that an LLC that had limited liability also had to be sure that it had no more than one of the other "corporate" characteristics of free transferability, continuity of life, and centralized management.LLCs also posed uncertainties that tax rules could not solve. LLCs began as basically the offspring of partnerships and limited partnerships, with the addition of full-fledged limited liability. But how would courts treat this hybrid?Clarification would come as more LLCs were formed, but who would form LLCs until important issues were clarified?…The LLC form, however, marched on. By 1996, every U.S. jurisdiction had an LLC statute. NCCUSL finally promulgated its Uniform Limited Liability Company Act. Since every statute allowed for foreign LLCs, LLCs clearly could do business nationwide. The IRS, forced to deal with ever more complications under the classification rules, and facing universal acceptance of the LLC *13 form, finally gave up trying to put business entities in tax boxes. Under Treasury Regulation 301.7701-1 -3, effective Jan. 1, 1997, firms could decide for themselves -- that is, "check the box" -- whether they wanted to be taxed as partnerships and corporations.The check-the-box rule took the lid off of the growth of LLCs. Tax returns for the year 2000 report 718,704 domestic LLCs, up from 589,403 in 1999. The 2002 Annual Report of the Jurisdictions of the International Association of Corporation Administrators shows 521,953 domestic and foreign LLCs filing in 43 reporting states for 2001, compared to 474,791 for 2000.LLCs' spread solved the "chicken-egg" problem with the development of LLC law by establishing a sizable constituency of lawyers and business people who support and provide clarification and refinement. Courts are deciding LLC cases at a rate comparable to or exceeding partnership cases.State legislatures and bar committees also have adapted LLC statutes to meet current business needs. For example, the vast majority of LLC statutes eliminated the partnership rule permitting members to dissolve or exit at will. State statutes also have evolved toward substantial uniformity with respect to many types of provisions, thereby facilitating nationwide practice even without an official uniform law.