Unless the articles of organization provide otherwise, every limited liability company has perpetual duration and succession in its name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:
1. To sue and be sued, complain and defend in its name;
2. To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
3. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
4. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other person;
5. To make contracts and guaranties, incur liabilities, borrow money, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;
6. To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
7. To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this Commonwealth;
8. To elect and appoint managers, employees and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit;
9. To pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for all or any of the current or former managers, members, employees, and agents of the limited liability company or any of its subsidiaries;
10. To make donations to the public welfare or for religious, charitable, scientific, literary or educational purposes;
11. To make payments or donations, or do any other act, not inconsistent with this section or any other applicable law, that furthers the business and affairs of the limited liability company;
12. To pay compensation, or to pay additional compensation to any or all managers, members, and employees on account of services previously rendered to the limited liability company, whether or not an agreement to pay such compensation was made before such services were rendered;
13. To insure for its benefit the life of any of its managers, members, or employees, to insure the life of any member for the purpose of acquiring at his death the interest owned by such member and to continue such insurance after the relationship terminates;
14. To cease its activities, wind up its affairs, and proceed to cancel its existence;
15. To enter into partnership agreements, joint ventures, or other associations of any kind with any person or persons;
16. Subject to such standards and restrictions, if any, as are set forth in its articles of organization or an operating agreement, to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding;
17. To transact any lawful business that a corporation, partnership, or other business entity may conduct under the laws of the Commonwealth subject, however, to any and all laws and restrictions that govern or limit the conduct of such activity by such corporation, partnership or other business entity; and
18. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the limited liability company is organized.
1991, c. 168; 2004, c. 601; 2006, c. 912; 2008, c. 108; 2013, c. 17.
Structure Code of Virginia
Chapter 12 - Virginia Limited Liability Company Act
§ 13.1-1001. Reservation of power to amend or repeal
§ 13.1-1003. Filing requirements
§ 13.1-1003.1. Filings with the Commission pursuant to reorganization
§ 13.1-1004. Issuance of certificate by Commission; recordation of documents
§ 13.1-1006. Penalty for signing false documents
§ 13.1-1011. Articles of organization
§ 13.1-1011.1. Articles of correction
§ 13.1-1014. Amendment of articles of organization
§ 13.1-1014.1. Restatement of articles of organization
§ 13.1-1015. Registered office and registered agent
§ 13.1-1016. Change of registered office or registered agent
§ 13.1-1017. Resignation of registered agent
§ 13.1-1018. Service on limited liability company
§ 13.1-1018.1. Change of principal office
§ 13.1-1019. Liability to third parties
§ 13.1-1020. Parties to actions
§ 13.1-1021. Limited liability company property
§ 13.1-1021.1. Agency of members and managers
§ 13.1-1022. Management of limited liability company
§ 13.1-1023. Operating agreement
§ 13.1-1023.1. Remedies for breach of operating agreement by member or manager
§ 13.1-1024. Management of a limited liability company by a manager or managers
§ 13.1-1024.1. General standards of conduct for a manager
§ 13.1-1025. Limitation of liability of members and managers; exception
§ 13.1-1026. Business transactions of members or managers with the limited liability company
§ 13.1-1028. Information and records
§ 13.1-1029. Sharing of profits and losses
§ 13.1-1030. Sharing of distributions
§ 13.1-1031. Interim distributions
§ 13.1-1032. Resignation of member
§ 13.1-1034. Distribution in kind
§ 13.1-1035. Restrictions on making distribution
§ 13.1-1036. Liability upon wrongful distribution
§ 13.1-1037. Right to distribution
§ 13.1-1038. Nature of interest in limited liability company
§ 13.1-1038.1. Admission of members
§ 13.1-1039. Assignment of interest
§ 13.1-1040. Right of assignee to become member
§ 13.1-1040.1. Events causing member's dissociation
§ 13.1-1040.2. Effect of a member's dissociation
§ 13.1-1041.1. Member's transferable interest subject to charging order
§ 13.1-1042. Right of action; standing; condition precedent; stay of proceeding
§ 13.1-1046. Dissolution; generally
§ 13.1-1047. Judicial dissolution
§ 13.1-1047.1. Waiver of cancellation
§ 13.1-1049. Distribution of assets upon dissolution
§ 13.1-1049.1. Known claims against dissolved limited liability company
§ 13.1-1049.2. Other claims against dissolved limited liability company
§ 13.1-1049.3. Court proceedings
§ 13.1-1050. Articles of cancellation
§ 13.1-1050.2. Automatic cancellation of limited liability company existence
§ 13.1-1050.3. Involuntary cancellation of limited liability company existence
§ 13.1-1050.4. Reinstatement of a limited liability company that has ceased to exist
§ 13.1-1050.5. Survival of remedy after cancellation of existence
§ 13.1-1051. Authority to transact business required; governing law
§ 13.1-1052. Application for certificate of registration
§ 13.1-1054. Name of foreign limited liability company
§ 13.1-1055. Amendments; amended applications for registration
§ 13.1-1056. Voluntary cancellation of certificate of registration
§ 13.1-1056.1. Automatic cancellation of certificate of registration
§ 13.1-1056.2. Involuntary cancellation of certificate of registration
§ 13.1-1056.3. Reinstatement of a certificate of registration that has been canceled
§ 13.1-1057. Transaction of business without registration
§ 13.1-1058. Actions by Attorney General
§ 13.1-1059. Transactions not constituting doing business
§ 13.1-1064. Penalty for failure to timely pay annual registration fees
§ 13.1-1066. Collection of unpaid bills for annual registration fees
§ 13.1-1067. Property title records
§ 13.1-1071. Action on a plan of merger
§ 13.1-1072. Articles of merger
§ 13.1-1073.1. Abandonment of merger
§ 13.1-1076. Action on plan of domestication by a domestic limited liability company
§ 13.1-1077. Articles of domestication
§ 13.1-1078. Surrender of articles of organization upon domestication
§ 13.1-1079. Effect of domestication
§ 13.1-1080. Abandonment of domestication
§ 13.1-1082. Entity conversion
§ 13.1-1083. Plan of entity conversion
§ 13.1-1084. Action on plan of entity conversion
§ 13.1-1085. Articles of entity conversion
§ 13.1-1086. Effect of entity conversion
§ 13.1-1087. Abandonment of entity conversion
§ 13.1-1089. Nature of protected series
§ 13.1-1090. Powers and duration of protected series
§ 13.1-1092. Relation of operating agreement, this article, and the other articles of this chapter
§ 13.1-1093. Additional limitations on operating agreement
§ 13.1-1095. Protected series designation; amendment
§ 13.1-1097. Registered office and registered agent
§ 13.1-1098. Service of process, notice, or demand
§ 13.1-1099. Effectiveness of notice
§ 13.1-1099.1. Annual registration fees
§ 13.1-1099.2. Associated assets
§ 13.1-1099.3. Associated members
§ 13.1-1099.4. Protected series membership interests
§ 13.1-1099.7. Limitations on liability
§ 13.1-1099.8. Claim seeking to disregard limitation of liability
§ 13.1-1099.9. Remedies of judgment creditor of associated member or protected series assignee
§ 13.1-1099.10. Enforcement of claim against non-associated asset
§ 13.1-1099.11. Events causing dissolution of protected series
§ 13.1-1099.12. Winding up dissolved protected series; voluntary cancellation
§ 13.1-1099.14. Protected series may not be party to entity transaction
§ 13.1-1099.16. Merger authorized; parties restricted
§ 13.1-1099.17. Plan of merger
§ 13.1-1099.18. Articles of merger
§ 13.1-1099.19. Effect of merger
§ 13.1-1099.20. Application of § 13.1-1099.10 after merger
§ 13.1-1099.25. Uniformity of application and construction
§ 13.1-1099.26. Effect on certain actions
§ 13.1-1099.27. Relation to Electronic Signatures in Global and National Commerce Act