How to Remove a Partner From an LLC in Virginia

You started a business with someone you trusted, and now that relationship is putting the LLC at risk. Your co-owner might be misusing company funds, ignoring the responsibilities you agreed on, or stonewalling business decisions the LLC can’t afford to delay. If you’re searching for how to remove a partner from an LLC, start here: Virginia law calls LLC owners members, not partners, and that distinction controls what you can do next.

Your options depend on your operating agreement, the facts of the dispute, and the state’s default rules. Some removals require a court order, and even an expelled member keeps their financial interest in the LLC unless the operating agreement provides otherwise.

At a Glance

You can’t remove an LLC member by majority vote alone. Your operating agreement or Virginia law must authorize the removal.
Unless the operating agreement provides otherwise, a Virginia court can expel an LLC member for wrongful conduct, material breaches, or conduct that makes continuing the business with that member not reasonably practicable.
Removing a member ends their right to manage the LLC and vote, but it doesn’t eliminate their ownership interest unless the operating agreement or articles of organization provide otherwise.
A negotiated buyout may resolve the dispute without the expense and uncertainty of litigation.

Can You Legally Remove a Partner From an LLC in Virginia?

Yes, but you need a legal basis. A limited liability company is a separate legal entity, and that business structure comes with its own management structure, ownership rights, and obligations.

The Virginia Limited Liability Company Act governs each LLC formed under Virginia law. Under Virginia Code § 13.1-1040.1, LLC membership can end through expulsion under the operating agreement, expulsion when the other members vote unanimously in limited circumstances, or judicial expulsion.

Many LLC owners assume a majority stake settles the question. It doesn’t. A disagreement between LLC owners doesn’t give you grounds to remove someone, and your ownership percentage alone doesn’t give you the authority to expel another member.

What Does Your LLC Operating Agreement Say About Removing a Member?

Your LLC operating agreement is the first document to pull when an ownership dispute starts. It’s the legal document that sets out who’s responsible for running the business, voting rights, capital contributions, and financial interests. Under Virginia Code § 13.1-1023, an operating agreement can govern the LLC’s affairs and the relations among its members, as long as its provisions don’t conflict with Virginia law or the articles of organization.

A written operating agreement that all members sign may establish:

Grounds for removal: Conduct or events, like ignoring assigned responsibilities, that permit expulsion.
Voting requirements: The percentage of other members who must approve removal.
Notice procedures: An opportunity to correct alleged violations first.
Buyout terms: How a departing member’s interest will be valued and purchased.
Dispute resolution: Whether members must try mediation or arbitration before filing a lawsuit.

If your agreement authorizes expulsion, follow its procedures exactly. If neither your agreement nor your articles say how it can be amended, any amendment requires the agreement of all members, so you can’t add removal provisions mid-dispute without your co-owner’s unanimous consent.

What if your LLC has no written operating agreement?

Virginia doesn’t require operating agreements to be in writing unless the articles or a written operating agreement specifically requires it. An operating agreement may take written or oral form, although oral terms are hard to prove when members disagree. What counts is whether all members agreed to it, not how many signatures appear on it, so a document one owner drafted won’t bind the others unless they actually agreed to its terms.

Without a valid agreement addressing removal, Virginia’s statutory rules control, and they don’t let a majority remove a member simply because it wants that person gone. When an LLC has only two members, the problem is sharpest. With just two members holding equal shares, there’s no tiebreaker.

In an LLC with more than two members, deadlock is less likely, but multiple members can still split into factions and fail to agree on how to manage the business. If the agreement doesn’t give you a clear path, Virginia’s LLC Act offers a few involuntary routes.

How Can You Remove an LLC Member Without Their Consent?

Virginia recognizes several forms of involuntary member dissociation (the legal termination of someone’s status as an LLC member), and the right process depends on your operating agreement and your grounds for removal.

Expulsion under the operating agreement

If your operating agreement or articles include removal provisions, you can expel a member under those terms, such as for specified misconduct or failure to contribute capital as required. Keep in mind that, by default, a member can’t be forced to make capital contributions unless they promised to in a signed writing under Virginia Code § 13.1-1027. Follow the agreement’s requirements to the letter. Believing the business would run better without your co-owner isn’t enough.

Unanimous vote in limited statutory circumstances

Unless your operating agreement provides otherwise, the other members can vote unanimously to expel a member only when it’s unlawful to carry on the LLC’s business with that member, or when the member has transferred all or substantially all of their membership interest. A transfer for security purposes or a court order charging the member’s interest doesn’t count. This isn’t a way to vote out someone you dislike.

Judicial expulsion through a Virginia court

Unless the operating agreement or articles provide otherwise, the LLC or another member may ask a court to expel a member under Virginia Code § 13.1-1040.1(5) if that member:

Engaged in wrongful conduct that adversely and materially affected the LLC’s business.
Willfully or persistently committed a material breach of the articles of organization or operating agreement.
Engaged in conduct relating to the LLC’s business that makes it not reasonably practicable to continue the business with that member.

Say you own a Virginia LLC with one other person who diverts company money and refuses to share financial records. Depending on the evidence and your governing documents, you may have grounds for judicial expulsion, but you must prove a legally recognized basis, not just allege one.

A dysfunctional relationship alone doesn’t justify removal. In Ticonderoga Farms, LLC v. Knop, Record No. 240772 (Nov. 6, 2025), a majority member holding more than 72% of the company asked the court to expel the minority members after years of family litigation. The trial court had already found the operating agreement he drafted and signed on his own invalid, the risk you run when one owner writes the rules without the other members’ agreement.

The Virginia Supreme Court upheld the denial of expulsion, holding that the targeted member’s conduct must directly cause the impracticability of continuing the business. The minority members had objected to a capital call and demanded company records they had a statutory right to see.

The Court noted that a member’s request to inspect company records, a right the LLC Act gives each member, seldom justifies expulsion by itself. It did uphold the LLC’s judicial dissolution (a court-ordered closing of the company, in which its affairs are wound up and the business ends), because dissolution turns on whether the business can reasonably continue, not on who’s at fault.

What Steps Should You Take to Remove a Member From a Virginia LLC?

An improper removal can trigger more litigation, so plan each step before you act.

Review your governing documents. Identify removal provisions, voting requirements, and dispute resolution procedures.
Document the grounds. Gather financial records, records of capital contributions, communications, and meeting minutes.
Explore a negotiated departure. A voluntary resignation or buyout may resolve the dispute without litigation.
Follow the applicable removal process. Comply with the agreement’s requirements, or evaluate whether the evidence supports a court proceeding.
Address the departing member’s financial rights. Determine whether a buyout applies or whether the member keeps an economic interest.
Update your LLC records. Document the change and amend the operating agreement when appropriate.

Meeting minutes or written consent resolutions create a record of what the members authorized, though the required form depends on your agreement and the action taken.

The good news is that what the state requires after a member leaves is limited. Filing articles of organization with the Virginia State Corporation Commission puts only basic information in the public filings, and members aren’t listed, so you don’t need to amend your articles when a member leaves. Unlike most states, Virginia doesn’t require an LLC to file an annual report, so there’s no annual report where you’d record the change. If the departing member served as your registered agent, though, you may need to appoint a new one, since Virginia Code § 13.1-1015 limits who can serve in that role.

Even when you follow each step correctly, one question catches LLC owners off guard: What happens to the departing member’s share of the LLC?

What Happens to a Member’s Ownership Interest After Removal?

Under Virginia Code § 13.1-1040.2(A), dissociation doesn’t affect the membership interest the former member holds unless the articles or operating agreement provide otherwise. The former member keeps that interest with an assignee’s rights under Virginia Code § 13.1-1039(A). They can’t manage the LLC or exercise member rights, but they still receive their share of profits, losses, and distributions. Dissociation doesn’t require the LLC to buy that interest, and it doesn’t dissolve the limited liability company.

Suppose you and your fellow member each own 50% of an LLC, and a court expels the other member. You don’t automatically get 100% of the LLC’s economic interests. You still need to address your former co-owner’s financial rights through your agreement, a negotiated transfer, or another legal process.

Because expulsion can leave the financial interest in place, a buyout is frequently the cleaner way to separate.

Can You Buy Out an LLC Member Instead of Going to Court?

An LLC member buyout lets you keep running the LLC while the departing member receives compensation for their interest. Buy-sell provisions, whether in your operating agreement or a separate buy-sell agreement, may address:

Valuation: How the LLC or the departing member’s interest will be valued.
Payment terms: The form of payment and who’s responsible for it.
Transfer restrictions: Whether other members have a right of first refusal.
Triggering events: Circumstances like death, bankruptcy, or divorce.

Without a mandatory buyout, you’ll need to negotiate the price and terms, and disputes can surface over company assets, liabilities, and future profits. If a third party buys the interest instead, that buyer doesn’t automatically join the LLC as a new member.

Under Virginia Code § 13.1-1040, unless your written articles or operating agreement provide otherwise, a majority of the other members in a member-managed LLC must approve before an assignee can join as a new member. When a buyout leaves you as the last member standing, the LLC’s tax picture can change too.

What Happens When a Multi-Member LLC Ends Up With Only One Owner?

Your liability protection stays in place if the membership is reduced to one owner. Under Virginia Code § 13.1-1019, being a member doesn’t create personal liability for the LLC’s debts, whether the LLC has a single member or multiple members.

The tax implications are another story. By default, the IRS classifies multi-member LLCs as partnerships and treats a single-member LLC as a disregarded entity, meaning it isn’t treated as separate from its owner for income tax purposes. According to IRS Publication 3402, a multi-member LLC classified as a partnership that drops to one member becomes a disregarded entity unless it elected to be taxed as a corporation.

The IRS illustrates that rule with a sale of a member’s interest. Whether the same change follows an expulsion depends on how the expelled member’s remaining economic interest is treated, so plan the structure of the transaction with your tax advisor before you sign.

What if You Can’t Remove the Member or Resolve the Dispute?

When removal and a buyout aren’t options, mediation or litigation can address disputes over how members manage the LLC, financial misconduct, or ownership rights. In serious cases, a member can pursue LLC dissolution in Virginia by asking the circuit court where the LLC’s registered office is located to dissolve the company under Virginia Code § 13.1-1047.

The court may grant that request, based on the present circumstances, when it’s not reasonably practicable to carry on the business in conformity with the articles and operating agreement. The Virginia Supreme Court calls that standard strict and reserves it for extreme cases.

Dissolution differs from expulsion. Instead of removing one member, it winds up the LLC’s affairs and affects company assets, creditors, and employees, so weigh it against the alternatives before you file.

Frequently Asked Questions

Can a majority owner remove a minority member from a Virginia LLC?

A majority owner cannot remove a minority member from a Virginia LLC on majority ownership alone. Your operating agreement or the LLC Act must authorize the removal. In Ticonderoga Farms, a member holding more than 72% of the company still couldn’t expel the minority members.

What if my Virginia LLC has no operating agreement?

The state’s default rules govern in the absence of an operating agreement. You may still expel a member by unanimous vote in limited circumstances or through a court order if you meet the legal requirements.

Can we amend our operating agreement to add a removal clause?

Only in the way your agreement or articles allow. If neither one says how the agreement can be amended, all members must agree to any amendment under Virginia Code § 13.1-1023. That means the member you want to remove can block a new removal provision, which is why adding one before a dispute starts is far easier.

Can a member quit a Virginia LLC voluntarily?

A Virginia LLC member can only quit voluntarily to the extent a written provision in the articles or operating agreement allows resignation under Virginia Code § 13.1-1040.1. Without one, a member who wants out can negotiate a buyout or assign their interest. An assignee doesn’t become a member without the other members’ approval.

Can an LLC member be removed for stealing company money?

Potentially. Misappropriating company funds may support judicial expulsion under
§ 13.1-1040.1(5), and the LLC may have separate legal claims to recover the money.

Has a Virginia court ever expelled an LLC member?

Yes. In The Dunbar Group, LLC v. Tignor, 267 Va. 361 (2004), a Richmond circuit court expelled one member of a two-member LLC after finding he had commingled the LLC’s funds with his own and his separate company’s funds. The LLC that sought his expulsion appealed only the order to dissolve the company, so the Virginia Supreme Court left the expulsion in place. It reversed the order to dissolve, noting that expulsion turned the member into a passive investor and that the evidence didn’t show the LLC couldn’t operate without him.

Can a Virginia court force an LLC member to leave?

Yes, unless the operating agreement or articles provide otherwise. A Virginia circuit court may order judicial expulsion when the statutory grounds are proven.

Does expelling a member dissolve the LLC?

No. Unless the articles or operating agreement provide otherwise, dissociation doesn’t dissolve the LLC under Virginia Code § 13.1-1040.2. The business continues, and the expelled member no longer takes part in management.

Does the LLC have to buy out an expelled member?

Not automatically. The LLC Act doesn’t require a buyout when a member is expelled, and the former member keeps their economic interest unless your agreement says otherwise. A buyout happens only if your agreement requires one or you negotiate it.

Does an expelled LLC member still receive profits?

Yes, unless the operating agreement or articles provide otherwise. An expelled member keeps their membership interest and their share of profits, losses, and distributions, though particular payments depend on the LLC’s finances.

Protect Your Business When an LLC Ownership Dispute Threatens Its Future

When a disagreement with your fellow member starts affecting the business, you may want to remove them, negotiate a buyout, or protect the LLC’s finances and future while you weigh your options.

The Northern Virginia civil litigation attorneys at PJI Law, PLC represent business owners in disputes involving how members manage their LLCs, ownership interests, and broken business relationships. Our team can review your governing documents, assess potential grounds for removal, and work with you to decide whether negotiation, a buyout, litigation, or another approach fits your legal and business objectives.

If you’re facing an LLC ownership conflict, call (703) 865-6100 or contact us online to schedule your consultation.

At PJI Law, you’ll receive white-glove service and personal attention from a team that treats you like family.

The information in this blog post (“post”) is provided for general informational purposes only and may not reflect the current law in your jurisdiction. No information in this post should be construed as legal advice from the individual author or the law firm, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting based on any information included in or accessible through this post without seeking the appropriate legal or other professional advice on the particular facts and circumstances at issue from a lawyer licensed in the recipient’s state, country, or other appropriate licensing jurisdiction.

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