Wednesday, February 25, 2009

Forming an LLC in Virginia: Benefits under Virginia Law

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 is broken down into Articles and covers major matters such as formation requirements, relationships between and among members, financial matters, and dissolution.

Formation Issues When Forming an LLC in Virginia

In order to avoid risking your LLC benefits, you must be familiar with and comply with the rules of formation set out in the Act. Fortunately, these requirements are clear, making formation a straightforward process.

The Act sets forth a list of mandatory information disclosures. The two areas to focus on include appointing a valid Virginia registered agent and including an LLC name which is available and will be accepted as part of your filing. The name cannot be the same as or too similar to another name registered in the state.

Forming an LLC in Virginia is Required for Liability Protection

You also need to know about the liability protection law. Limited liability protection is why most Virginia business owners choose a Virginia LLC to operate their business. Section 13.1-1019 says that no LLC owner has a personal obligation for the liabilities of the LLC, regardless of how those liabilities happen, just because they are part 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 important for the new LLC business owner, not only because of the protection it provides to them, but because it addresses management issues and operating agreement matters. Here you can find what duties you have as a manager of a Virginia LLC.

The goal of the Virginia legislature by passing its Virginia Limited Liability Company Act was to encourage the starting of new business in Virginia.

Not stopping at protection, a Virginia LLC offers tax breaks, ownership flexibility, and it makes the raising of capital much easier. - 15246

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