Form Llc-1011 - Articles Of Organization Of A Virginia Limited Liability Company Page 2
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Articles of organization can be completed and filed online, or submitted in PDF format to the Clerk’s Office for review and
filing, by visiting our website at https://sccefile.scc.virginia.gov/NewEntity. (A user account is required.) This form can
also be downloaded from our website at
The articles must be in the English language, typewritten or printed in black, legible and reproducible.
This form contains the minimum number of provisions required by Virginia law to be set forth in the articles of organization
of a Virginia limited liability company. If additional provisions are desired, then the complete articles of organization,
including the additional provisions, must be typewritten on white, opaque paper, 8 1/2" by 11" in size, using only one side
of a page, and be free of visible watermarks and background logos. A minimum of a 1" margin must be provided on the
left, top and bottom margins of a page and 1/2" at the right margin. This form may not be filed with an attachment.
INSTRUCTIONS TO FORM LLC-1011
Name:
The limited liability name must contain the words "limited company" or "limited liability company," or the
abbreviation "L.C.," "LC," "L.L.C.," or "LLC." The proposed name must be distinguishable upon the records of the
Commission. See § 13.1-1012 of the Code of Virginia. To check the availability of a limited liability company name, visit
our website at https://sccefile.scc.virginia.gov/NameAvailability, or contact the Clerk’s Office Call Center at (804) 371-
9733 or toll-free in Virginia at 1-866-722-2551.
Registered agent: Paragraph 2.A. Provide the name of the registered agent. The limited liability company may not
serve as its own registered agent. See §§ 13.1-1011 and 13.1-1015 of the Code of Virginia.
Paragraph 2.B. Check one box to indicate the qualification of the registered agent. Only an individual or entity that meets
one of the qualifications may serve as the limited liability company’s registered agent. The sole duty of the registered
agent is to forward to the limited liability company at its last known address any process, notice or demand that is served
on the registered agent. See § 13.1-1015 of the Code of Virginia.
Registered office: Paragraph 3.A. The location of the registered office must be identical to the business office of the
registered agent. The address of the registered office must include a street address. A rural route and box number may
only be used if no street address is associated with the registered office’s location. A post office box is only acceptable
for towns/cities that have a population of 2,000 or less if no street address or rural route and box number are associated
with the registered office’s location.
Paragraph 3.B. Provide the name of the county or independent city where the registered office is physically located.
Counties and independent cities in Virginia are separate local jurisdictions.
Principal office: The principal office is the office where the principal executive offices of the limited liability company are
located. See § 13.1-1002 of the Code of Virginia. It is also the location at which the limited liability company is required
to keep a current list of the full name and last known address of each member of the limited liability company, as well as
the other limited liability company information and records specified in § 13.1-1028 of the Code of Virginia.
Paragraph 4. The principal office address must include a street and number, if one is associated with the principal office’s
location. A rural route and box number may only be used if no street address is associated with the principal office’s
location. A post office box is not acceptable given the statutory provisions set forth above as described at the beginning
of this paragraph.
Organizer(s): The articles must be signed by one or more organizers and the printed name of the organizer must be set
forth next to each signature. See § 13.1-1003 of the Code of Virginia.
It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect
with intent that the document be delivered to the Commission for filing. See § 13.1-1006 of the Code of Virginia.
Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia
st
23218-1197, (Street address: 1300 E. Main Street, Tyler Building, 1
Floor, Richmond, Virginia 23219), along with a
check for the filing fee in the amount of $100.00, payable to the State Corporation Commission. PLEASE DO NOT SEND
CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.
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