Starting your business can be stressful, but most people don’t realize that keeping their business state-compliant is work, too. When you make certain business changes to your Virginia limited liability company (LLC), there are additional filing requirements with the state. Specifically, you’ll need to file an amendment to your Virginia LLC’s Articles of Organization. In this article, we’ll explain the Virginia LLC amendment process, what changes require you to notify the state, what forms you need, and how we can make the process easier.
What are Virginia Articles of Organization?
To create an LLC in Virginia, you must file Articles of Organization with the State Corporation Commission (SCC). This legal document not only establishes the entity, but outlines basic details about the LLC. Articles of Organization can be lengthy or incredibly simple. Either way, Virginia law requires Articles of Organization to include the following information:
- LLC name
- Name of registered agent
- Address of registered office
- Principal office address
- Signature of one or more organizers
Once the SCC accepts the Articles of Organization, it will assign a personal identification number (PIN) to the LLC to use in future online transactions.
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Step 1: Determine if you need to change your Virginia Articles of Organization
Without Articles of Organization, your LLC doesn’t exist. If you need to change, update, or add to the Articles, you must notify the SCC by filing Virginia Articles of Amendment. Documenting these changes is important for three main reasons.
First, the information in your Articles of Organization is public once the SCC accepts your articles. If someone needs to contact your LLC, they need current information to do that.
Second, your LLC’s registered agent is responsible for accepting legal documents on behalf of the entity. If your LLC becomes a party to a lawsuit, your registered agent’s contact information must be up to date to accept service of process (i.e. the paperwork for the lawsuit). We can connect you with a registered agent for your LLC with our Virginia registered agent service.
Third, for Virginia compliance and auditing purposes, the contents of your Articles of Organization need to be accurate.
There are penalties for not maintaining up-to-date Articles of Organization, and they could significantly impact your ability to grow your LLC.
To prove your LLC exists, is in compliance, and has authority to transact business in Virginia, the SCC will issue a Certificate of Fact of Existence or Registration. Some states call this a Certificate of Good Standing, but in Virginia those are only for corporations. If you don’t update your Articles of Organization, your Certificate of Fact of Existence will reflect that the LLC isn’t in compliance. When you go to open a business bank account or get a loan, the financial institution probably won’t approve you for business activities if you’re not compliant with Virginia LLC requirements. This can be quite detrimental to your business’s success.
Step 2: Identify what to change in your Virginia Articles of Organization
The Virginia LLC amendment process has several steps and forms based on what information you’re amending.
You must use Articles of Amendment to change the LLC name or add, remove, or change provisions in your Articles of Organization.
Step 3: Gather information for filing your Virginia amendment
To complete Virginia Articles of Amendment, you need the following information:
- LLC name
- Text of each amendment being adopted
- The date the amendment was adopted by the LLC
- The manner in which the amendment was adopted
- Authorized signature
- LLC’s PIN
Step 4: File your Virginia LLC amendment
The SCC’s website provides a Guide for Articles of Amendment that you’re meant to use as a template. It provides detailed instructions on filling out each section of the document. If you want to file the Articles in person or by mail, you have to prepare your own Articles of Amendment document, by using the template and adding/deleting information as needed. Filing the articles online is much easier because you don’t need to do all that.
If you’re only changing the LLC’s name, the SCC has a form called “Articles of Amendment Changing the Name of a Virginia Limited Liability Company by the Members” that you can file either online, in person, or by mail. To complete this document, you need the LLC’s current and amended name, the date the amendment was approved, authorized signature, and LLC PIN.
There are filing fees that you must include with the articles when you file them. Since the amounts can change, it’s best to check with the SCC for the most current filing fee amounts.
To change the LLC’s registered agent or registered office, you need to use a form called Statement of Change of Registered Office and/or Registered Agent (LLC 1016). You can either file online or request a form to file in person or by mail. To change the principal office address, use a Statement of Change of Principal Office form (LLC 1018). Again, filing online is more convenient; otherwise you need to request a form from the SCC to file by mail or in person. For all filing fee information, visit the SCC’s fee information page.
With all the different forms and filing requirements, making a Virginia LLC amendment can be quite a task. We can make the process easier with the different services we offer. For help filing Articles of Amendment, we provide an amendment filing service. If you need ongoing assistance with compliance requirements, check out our Worry-Free Compliance service. Not only will we send you reminders of upcoming filing deadlines, but we will also file two amendments per year, if needed.
Virginia Articles of Amendment vs. Restated Articles of Organization
Articles of Amendment change or add to the original Articles of Organization. Restated Articles of Organization supersede the original Articles of Organization and all amendments.
If you need to do a complete overhaul of your LLC’s Articles of Organization, a restatement may be the best option. Like with the Articles of Amendment, the SCC provides a Guide for Articles of Restatement that you can use to create your own document. You have the option to either file online, in person, or by mail, and you must include the appropriate filing fee.
Virginia Articles of Amendment vs. Articles of Correction
Articles of Correction is the document to use to change an incorrect name or address that was incorrect in the original Articles of Organization. You wouldn’t use this form to update the name or address of your business if it changes. Use the SCC’s Guide for Articles of Correction as a template for your document, file either online, in person, or by mail, and include the required filing fee.
We can help keep your Virginia LLC compliant
Making an amendment to your LLC’s Articles of Organization isn’t so straightforward, but it’s also not too difficult. We can take away the hassle of knowing which form to use, getting the right fee information, and filing the document with our Amendment Filing Service and Worry-Free Compliance service. We have the experts and support available so you don’t get bogged down with the administrative side of running an LLC.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Articles of Organization in Virginia?
You don’t need an attorney to amend your Articles of Organization in Virginia. If you have questions about what information you need to complete the different forms, you can talk to the SCC. However, they won’t provide legal or tax advice regarding the filing. You need an attorney or tax professional for that.
- What business changes can be reported in a Virginia LLC Articles of Amendment form?
Name changes and additions, deletions, or changes to the Articles of Organization can all be reported with the Articles of Amendment form.
- Are Virginia LLC Articles of Amendment the same as an annual report?
No. Articles of Amendment change the actual Articles of Organization on an as needed basis. An annual report is a yearly filing that verifies mostly contact information on file with the state. You can make some changes with the annual report, such as changing the principal office.
- How long does it take to file LLC Articles of Amendment in Virginia?
Online filings can be completed almost immediately. Filings made by mail or hand-delivered will take longer depending on the SCC’s workload at the time.
- What will I receive from the state of Virginia when the LLC Articles of Amendment are filed?
If you file the Virginia Articles of Amendment online, check the portal to get verification that the filing has been accepted. For paper filings, you have the option to include an email and/or mailing address where the SCC can send you confirmation of the filing.