Thursday, February 12, 2009

Forming an LLC in Virginia: Key Laws to Understand

By Alexis Johnson

Virginia lawmakers passed The Virginia Limited Liability Company Act (the "Act') in 1991. This law is located in Title 13 of the Virginia statutes and it generally known as one of the most small business friendly set of laws in Virginia.

Virginia has a very long history of passing many favorable laws/statutes supporting the growth and start of new businesses. Virginia was rated #1 by Forbes magazine in the area of new small business formation.

The Virginia Limited Liability Company Act addresses several major issues important to businesses, such as finance, requirements of formation, interrelationship of business associates, and dissolution.

Forming an LLC in Virginia- Key Formation Provisions

The Act makes the forming an LLC in Virginia pretty self explanatory, and the rules are very well defined. It's vital that business operators follow the rules and regulations in order to avoid losing LLC rights and privileges.

Put forward in the Act are a set of mandatory information disclosures. The two main focus areas are: the appointment of an agent registered in Virginia, and having an LLC name that's acceptable (and available) as part of your paperwork. The name can't be substantially similar to another LLC name registered in Virginia.

Forming an LLC in Virginia is Required for Liability Protection

Another provision you should be aware of is the liability protection law. Limited liability protection is the primary reason why most Virginia business owners use a Va LLC to run their business. Section 13.1-1019 basically states that no owner of an LLC has any personal obligation for the liabilities of the Virginia LLC, whether such liabilities arise in contract, tort or otherwise, solely because they are a member of the company.

If there were not a provision such as this, Virginia LLC business owners would then be held liable for all debt and other business liabilities. As forming an LLC in Virginia is inexpensive, and maintaining it is easy, there is really no viable reason to risk any of the business owner's personal assets, or to have them be liable at all.

Article 5 of the Act is also a relevant section for the new business owner because it addresses operating agreement and management matters. Here you can find what duties you have as a manager of a Va LLC.

When the Virginia legislature enacted the Virginia Limited Liability Company Act, its goal was to encourage entrepreneurs to start new businesses in their state.

Along with protection from personal liability, establishing an LLC in Virginia offers you as a business owner several other advantages. Creating a Virginia LLC will facilitate the process of raising capital for your business. You will also receive major tax benefits and the flexibility in ownership and management that will allow you to run your business as you see fit.

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