Opened a business checking account at a local Virginia bank last week. They asked for my LLC's operating agreement. I formed the LLC myself online and never made one, just filed the articles with the SCC. Is this a hard requirement? Do I need a lawyer to draft one now?
Why did my Virginia bank ask for my LLC's operating agreement?
Banks ask for it to verify who actually has authority to open accounts and sign on behalf of the LLC. Since Virginia doens't require you to file an operating agreement with the SCC, the bank uses it as internal proof of ownership and control.
You can draft a simple one yourself. No lawyer needed for a single-member LLC. Just state you're the sole member and manager, and you have authority to bind the company.
Also note that Virginia Code § 13.1-1023 says the members may enter into an operating agreement, but it's not mandatory to file. The bank almost certainly just wants a signed copy for its file
Seconding the DIY approach. I used a free template from the SCC's own website when my credit union asked for the same thing. They accepted it without any issues.
Thanks, all. I'll look for a template and sign it. Do they need it notarized?
Mine didn't require notarization, just a signature. But call your specific branch and ask. Some banks have odd internal policies.
Wait—if you never had an operating agreement, did you list yourself as manager on the SCC filing? The bank might cross-check that.
Yes, I'm listed as manager on the articles. I just didn't realize a separate agreement was expected.
Then you're fine. The bank just wants a document that says the manager can open accounts. A one-page agreement will satisfy that.
One more thing—keep a copy in your records. If you ever add a member or change managers, you'll want an updated agreement on hand for future banking.
FWIW, I've had two Virginia banks ask for it. One wanted the full document, the other just a certificate of good standing from the SCC. Policies vary by institution, not state law.
Good point. The operating agreement is for the bank's KYC and authority verification, not a state requirement.
I'd still consider a lawyer if you ever bring in investors or another member. For now, a template is enough.
Appreciate the input. I'll draft a simple one, sign it, and bring it to the branch tomorrow. I'll update if they push back.