Code of Virginia
Chapter 12 - Virginia Limited Liability Company Act
§ 13.1-1099.2. Associated assets

A. Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the series limited liability company.
B. An asset of a protected series is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
1. Identify the asset and distinguish it from any other assets of the protected series, any assets of the series limited liability company, and any assets of any other protected series of the series limited liability company;
2. Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and
3. If the protected series acquired the asset from the series limited liability company or another protected series of the series limited liability company, determine any consideration paid, the payor, and the payee.
C. An asset of a series limited liability company is an associated asset of the series limited liability company only if the series limited liability company creates and maintains records that state the name of the series limited liability company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
1. Identify the asset and distinguish it from any other assets of the series limited liability company and any assets of any protected series of the series limited liability company;
2. Determine when and from what person the series limited liability company acquired the asset or how the asset otherwise became an asset of the series limited liability company; and
3. If the series limited liability company acquired the asset from a protected series of the series limited liability company, determine any consideration paid, the payor, and the payee.
D. The records and recordkeeping required by subsections B and C may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.
E. To the extent permitted by the law of the Commonwealth other than this article, a series limited liability company or a protected series of the series limited liability company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that:
1. A protected series shall not hold an associated asset in the name of the series limited liability company or another protected series of the series limited liability company; and
2. The series limited liability company may not hold an associated asset in the name of a protected series of the series limited liability company.
2019, c. 636.

Structure Code of Virginia

Code of Virginia

Title 13.1 - Corporations

Chapter 12 - Virginia Limited Liability Company Act

§ 13.1-1000. Short title

§ 13.1-1001. Reservation of power to amend or repeal

§ 13.1-1001.1. Construction

§ 13.1-1002. Definitions

§ 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

§ 13.1-1005. Fees

§ 13.1-1006. Penalty for signing false documents

§ 13.1-1007. Unlawful to transact or offer to transact business as a limited liability company unless authorized

§ 13.1-1008. Purposes

§ 13.1-1009. Powers

§ 13.1-1010. Organizers

§ 13.1-1010.1. Repealed

§ 13.1-1011. Articles of organization

§ 13.1-1011.1. Articles of correction

§ 13.1-1012. Name

§ 13.1-1013. Reserved name

§ 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

§ 13.1-1027. Contributions

§ 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

§ 13.1-1033. Repealed

§ 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. Repealed

§ 13.1-1041.1. Member's transferable interest subject to charging order

§ 13.1-1042. Right of action; standing; condition precedent; stay of proceeding

§ 13.1-1043. Proper plaintiff

§ 13.1-1044. Pleading

§ 13.1-1045. Expenses

§ 13.1-1046. Dissolution; generally

§ 13.1-1047. Judicial dissolution

§ 13.1-1047.1. Waiver of cancellation

§ 13.1-1048. Winding up

§ 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

§ 13.1-1050.1. Repealed

§ 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

§ 13.1-1053. Repealed

§ 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

§ 13.1-1060. Merger of foreign limited liability company registered to transact business in Commonwealth

§ 13.1-1060.1. Entity conversion of foreign limited liability company registered to transact business in Commonwealth

§ 13.1-1061. Annual registration fees to be assessed and collected by Commission; application of payment

§ 13.1-1062. Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies

§ 13.1-1063. Repealed

§ 13.1-1064. Penalty for failure to timely pay annual registration fees

§ 13.1-1065. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds

§ 13.1-1066. Collection of unpaid bills for annual registration fees

§ 13.1-1067. Property title records

§ 13.1-1067.1. Repealed

§ 13.1-1068. Repealed

§ 13.1-1069. Repealed

§ 13.1-1069.1. Definitions

§ 13.1-1070. Merger

§ 13.1-1071. Action on a plan of merger

§ 13.1-1072. Articles of merger

§ 13.1-1073. Effect of merger

§ 13.1-1073.1. Abandonment of merger

§ 13.1-1074. Definitions

§ 13.1-1075. Domestication

§ 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

§ 13.1-1081. Definitions

§ 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

§ 13.1-1088. Definitions

§ 13.1-1089. Nature of protected series

§ 13.1-1090. Powers and duration of protected series

§ 13.1-1091. Governing law

§ 13.1-1092. Relation of operating agreement, this article, and the other articles of this chapter

§ 13.1-1093. Additional limitations on operating agreement

§ 13.1-1094. Rules for applying other articles of this chapter to specified provisions of this article

§ 13.1-1095. Protected series designation; amendment

§ 13.1-1096. Name

§ 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

§ 13.1-1099.5. Management

§ 13.1-1099.6. Right of person not associated member of protected series to information concerning protected series

§ 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

§ 13.1-1099.13. Waiver of cancellation upon dissolution; reinstatement of series limited liability company

§ 13.1-1099.14. Protected series may not be party to entity transaction

§ 13.1-1099.15. Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company

§ 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

§ 13.1-1099.21. Governing law; foreign series limited liability companies and foreign protected series

§ 13.1-1099.22. No attribution of activities constituting transacting business or for establishing jurisdiction

§ 13.1-1099.23. Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement

§ 13.1-1099.24. Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding

§ 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