Code of Virginia
Chapter 12 - Virginia Limited Liability Company Act
§ 13.1-1099.5. Management

A. A protected series may have more than one protected series manager.
B. If a protected series has no associated members, the series limited liability company is the protected series manager.
C. Section 13.1-1094 shall be applicable to the determination of any duties of a protected series manager of a protected series of a series limited liability company to:
1. The protected series;
2. Any associated member of the protected series; and
3. Any protected series assignee of the protected series.
D. Solely by reason of being or acting as a protected series manager of a protected series of a series limited liability company, a person owes no duty to:
1. The series limited liability company;
2. Another protected series of the series limited liability company; or
3. Another person in that person's capacity as:
a. A member of the series limited liability company that is not an associated member of the protected series;
b. A protected series assignee or protected series manager of another protected series; or
c. An assignee of the series limited liability company.
E. An associated member of a protected series of a series limited liability company has the same rights as any other member of the series limited liability company to vote on or consent to an amendment to the series limited liability company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.
F. Sections 13.1-1042 through 13.1-1045 apply to a protected series in accordance with § 13.1-1094.
G. An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is under subdivision A 1 of § 13.1-1021.1 an agent for the series limited liability company with statutory power to bind the 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