Code of Virginia
Chapter 12 - Virginia Limited Liability Company Act
§ 13.1-1099.26. Effect on certain actions

This article does not affect an action commenced, proceeding brought, or right accrued before July 1, 2021.
2019, c. 636; 2021, Sp. Sess. I, c. 487.

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 Repealed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 Repealed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