Code of Virginia
Title 13.1 - Corporations
Chapter 12 - Virginia Limited Liability Company Act

§ 13.1-1007. Unlawful to transact or offer to transact business as a limited liability company unless authorized - It shall be unlawful for any person to transact business...

§ 13.1-1008. Purposes - Every limited liability company formed under this chapter has the...

§ 13.1-1009. Powers - Unless the articles of organization provide otherwise, every limited liability...

§ 13.1-1010. Organizers - One or more persons may act as organizers of a...

§ 13.1-1010.1. Repealed - Repealed by Acts 2016, c. 288, cl. 2, effective July...

§ 13.1-1011. Articles of organization - A. The articles of organization shall set forth: 1. A...

§ 13.1-1011.1. Articles of correction - A. A limited liability company may correct its articles of...

§ 13.1-1012. Name - A. A limited liability company name shall contain the words...

§ 13.1-1013. Reserved name - A. A person may apply to the Commission to reserve...

§ 13.1-1014. Amendment of articles of organization - A. A limited liability company may amend its articles of...

§ 13.1-1014.1. Restatement of articles of organization - A. A limited liability company may restate its articles of...

§ 13.1-1015. Registered office and registered agent - A. Each domestic limited liability company and each foreign limited...

§ 13.1-1016. Change of registered office or registered agent - A. A limited liability company or a foreign limited liability...

§ 13.1-1017. Resignation of registered agent - A. A registered agent may resign as agent for the...

§ 13.1-1018. Service on limited liability company - A. A domestic or foreign limited liability company's registered agent...

§ 13.1-1018.1. Change of principal office - A. A limited liability company or a foreign limited liability...

§ 13.1-1019. Liability to third parties - Except as otherwise provided by this Code or as expressly...

§ 13.1-1020. Parties to actions - A member of a limited liability company, solely by reason...

§ 13.1-1021. Limited liability company property - Any estate or interest in property may be acquired in...

§ 13.1-1021.1. Agency of members and managers - A. Subject to subsections B and C: 1. Each member...

§ 13.1-1022. Management of limited liability company - A. Except to the extent that the articles of organization...

§ 13.1-1023. Operating agreement - A. Authority. 1. The members of a limited liability company...

§ 13.1-1023.1. Remedies for breach of operating agreement by member or manager - A. An operating agreement may provide that: 1. A member...

§ 13.1-1024. Management of a limited liability company by a manager or managers - A. The articles of organization or an operating agreement of...

§ 13.1-1024.1. General standards of conduct for a manager - A. A manager shall discharge his or its duties as...

§ 13.1-1025. Limitation of liability of members and managers; exception - A. In any proceeding brought by or in the right...

§ 13.1-1026. Business transactions of members or managers with the limited liability company - Except as provided in the articles of organization or an...

§ 13.1-1027. Contributions - A. The contributions of a member to a limited liability...

§ 13.1-1028. Information and records - A. Each limited liability company shall, at its discretion, either...

§ 13.1-1029. Sharing of profits and losses - The profits and losses of a limited liability company shall...

§ 13.1-1030. Sharing of distributions - Distributions of cash or other assets of a limited liability...

§ 13.1-1031. Interim distributions - Except as provided in this article, a member is entitled...

§ 13.1-1032. Resignation of member - A member may resign from a limited liability company only...

§ 13.1-1033. Repealed - Repealed by Acts 1995, c. 168.

§ 13.1-1034. Distribution in kind - Except as provided in writing in the articles of organization...

§ 13.1-1035. Restrictions on making distribution - A. No distribution may be made by a limited liability...

§ 13.1-1036. Liability upon wrongful distribution - If a member has received a distribution in violation of...

§ 13.1-1037. Right to distribution - At the time a member becomes entitled to receive a...

§ 13.1-1038. Nature of interest in limited liability company - A membership interest in a limited liability company is personal...

§ 13.1-1038.1. Admission of members - A. Subject to subsection B, a person may become a...

§ 13.1-1039. Assignment of interest - A. Unless otherwise provided in the articles of organization or...

§ 13.1-1040. Right of assignee to become member - A. Except as otherwise provided in writing in the articles...

§ 13.1-1040.1. Events causing member's dissociation - Except as otherwise provided in the articles of organization or...

§ 13.1-1040.2. Effect of a member's dissociation - A. Except as provided in the articles of organization or...

§ 13.1-1041. Repealed - Repealed by Acts 2004, c. 601.

§ 13.1-1041.1. Member's transferable interest subject to charging order - A. On application by a judgment creditor of a member...

§ 13.1-1042. Right of action; standing; condition precedent; stay of proceeding - A. A member shall not commence or maintain a derivative...

§ 13.1-1043. Proper plaintiff - In a derivative action, the plaintiff shall be a member...

§ 13.1-1044. Pleading - In derivative action, the complaint shall set forth with particularity...

§ 13.1-1045. Expenses - If a derivative action is successful, in whole or in...

§ 13.1-1046. Dissolution; generally - A limited liability company organized under this chapter is dissolved...

§ 13.1-1047. Judicial dissolution - A. On application by or for a member, the circuit...

§ 13.1-1047.1. Waiver of cancellation - Except in the case of an event of dissolution described...

§ 13.1-1048. Winding up - A. The winding up of a limited liability company shall...

§ 13.1-1049. Distribution of assets upon dissolution - Upon the winding up of a limited liability company, the...

§ 13.1-1049.1. Known claims against dissolved limited liability company - A. A dissolved limited liability company may dispose of the...

§ 13.1-1049.2. Other claims against dissolved limited liability company - A. A dissolved limited liability company may also publish notice...

§ 13.1-1049.3. Court proceedings - A. A dissolved limited liability company that has complied with...

§ 13.1-1050. Articles of cancellation - A. When the affairs of a limited liability company have...

§ 13.1-1050.1. Repealed - Repealed by Acts 2008, c. 108, cl. 2, effective April...

§ 13.1-1050.2. Automatic cancellation of limited liability company existence - A. Whether or not the notice described in subsection B...

§ 13.1-1050.3. Involuntary cancellation of limited liability company existence - A. The existence of a limited liability company may be...

§ 13.1-1050.4. Reinstatement of a limited liability company that has ceased to exist - A. A limited liability company that has ceased to exist...

§ 13.1-1050.5. Survival of remedy after cancellation of existence - The cancellation of existence of a limited liability company shall...

§ 13.1-1051. Authority to transact business required; governing law - A. A foreign limited liability company may not transact business...

§ 13.1-1052. Application for certificate of registration - A. To obtain a certificate of registration to transact business...

§ 13.1-1053. Repealed - Repealed by Acts 2008, c. 108, cl. 2, effective April...

§ 13.1-1054. Name of foreign limited liability company - A. No certificate of registration shall be issued to a...

§ 13.1-1055. Amendments; amended applications for registration - A. A foreign limited liability company that is registered to...

§ 13.1-1056. Voluntary cancellation of certificate of registration - A. A foreign limited liability company registered to transact business...

§ 13.1-1056.1. Automatic cancellation of certificate of registration - A. Whether or not the notice described in subsection B...

§ 13.1-1056.2. Involuntary cancellation of certificate of registration - A. The certificate of registration to transact business in the...

§ 13.1-1056.3. Reinstatement of a certificate of registration that has been canceled - A. A foreign limited liability company whose certificate of registration...

§ 13.1-1057. Transaction of business without registration - A. A foreign limited liability company transacting business in the...

§ 13.1-1058. Actions by Attorney General - The Attorney General may bring an action to restrain a...

§ 13.1-1059. Transactions not constituting doing business - A. The following activities of a foreign limited liability company,...

§ 13.1-1060. Merger of foreign limited liability company registered to transact business in Commonwealth - A. Whenever a foreign limited liability company that is registered...

§ 13.1-1060.1. Entity conversion of foreign limited liability company registered to transact business in Commonwealth - A. Whenever a foreign limited liability company that is registered...

§ 13.1-1061. Annual registration fees to be assessed and collected by Commission; application of payment - The Commission shall assess and collect the annual registration fees...

§ 13.1-1062. Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies - A. Every domestic limited liability company, every protected series, every...

§ 13.1-1063. Repealed - Repealed by Acts 2010, c. 703, cl. 3.

§ 13.1-1064. Penalty for failure to timely pay annual registration fees - A. Any domestic or foreign limited liability company, or any...

§ 13.1-1065. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds - A. The Commission shall not file or issue with respect...

§ 13.1-1066. Collection of unpaid bills for annual registration fees - The annual registration fee with penalty and interest shall be...

§ 13.1-1067. Property title records - A. Whenever the records in the office of the clerk...

§ 13.1-1067.1. Repealed - Repealed by Acts 1993, c. 113.

§ 13.1-1068. Repealed - Repealed by Acts 2015, c. 709, cl. 2.

§ 13.1-1069. Repealed - Repealed by Acts 2005, c. 839, effective October 1, 2005.

§ 13.1-1069.1. Definitions - As used in this article: "Merger" means a business combination...

§ 13.1-1070. Merger - A. One or more domestic limited liability companies may merge...

§ 13.1-1071. Action on a plan of merger - Each domestic limited liability company that is a party to...

§ 13.1-1072. Articles of merger - A. After a plan of merger has been adopted and...

§ 13.1-1073. Effect of merger - When a merger takes effect: 1. The separate existence of...

§ 13.1-1073.1. Abandonment of merger - A. Unless otherwise provided in the plan of merger or...

§ 13.1-1074. Definitions - As used in this article, unless the context requires a...

§ 13.1-1075. Domestication - A. A foreign limited liability company may become a domestic...

§ 13.1-1076. Action on plan of domestication by a domestic limited liability company - In the case of a domestic limited liability company, unless...

§ 13.1-1077. Articles of domestication - A. After the domestication of a foreign limited liability company...

§ 13.1-1078. Surrender of articles of organization upon domestication - A. Whenever a domestic limited liability company has approved, in...

§ 13.1-1079. Effect of domestication - A. When a foreign limited liability company's certificate of domestication...

§ 13.1-1080. Abandonment of domestication - A. Unless otherwise provided in the plan of domestication, after...

§ 13.1-1081. Definitions - As used in this article: "Articles of incorporation" has the...

§ 13.1-1082. Entity conversion - A. A domestic limited liability company may become a domestic...

§ 13.1-1083. Plan of entity conversion - A. In the case of a domestic limited liability company...

§ 13.1-1084. Action on plan of entity conversion - A. In the case of a domestic limited liability company...

§ 13.1-1085. Articles of entity conversion - A. After the conversion of a domestic limited liability company...

§ 13.1-1086. Effect of entity conversion - A. When an entity conversion under this article becomes effective,...

§ 13.1-1087. Abandonment of entity conversion - A. Unless otherwise provided in the plan of entity conversion,...

§ 13.1-1088. Definitions - As used in this article, unless the context requires a...

§ 13.1-1089. Nature of protected series - A protected series of a series limited liability company is...

§ 13.1-1090. Powers and duration of protected series - A. A protected series of a series limited liability company...

§ 13.1-1091. Governing law - The law of the Commonwealth governs: 1. The internal affairs...

§ 13.1-1092. Relation of operating agreement, this article, and the other articles of this chapter - A. Except as otherwise provided in this section and subject...

§ 13.1-1093. Additional limitations on operating agreement - A. An operating agreement shall not vary the effect of:...

§ 13.1-1094. Rules for applying other articles of this chapter to specified provisions of this article - A. Except as otherwise provided in subsection B and §...

§ 13.1-1095. Protected series designation; amendment - A. A limited liability company may establish a protected series....

§ 13.1-1096. Name - A. Except as otherwise provided in subsection B, the name...

§ 13.1-1097. Registered office and registered agent - A. The registered office and registered agent in the Commonwealth...

§ 13.1-1098. Service of process, notice, or demand - A. A protected series of a series limited liability company...

§ 13.1-1099. Effectiveness of notice - Notice to a person under subsection B, C, D, or...

§ 13.1-1099.1. Annual registration fees - The Commission shall assess and collect from each protected series...

§ 13.1-1099.2. Associated assets - A. Only an asset of a protected series may be...

§ 13.1-1099.3. Associated members - A. Only a member of a series limited liability company...

§ 13.1-1099.4. Protected series membership interests - A. A protected series membership interest of a protected series...

§ 13.1-1099.5. Management - A. A protected series may have more than one protected...

§ 13.1-1099.6. Right of person not associated member of protected series to information concerning protected series - A. A member of a series limited liability company that...

§ 13.1-1099.7. Limitations on liability - A. A person is not liable, directly or indirectly, by...

§ 13.1-1099.8. Claim seeking to disregard limitation of liability - A. Except as otherwise provided in subsection B, a claim...

§ 13.1-1099.9. Remedies of judgment creditor of associated member or protected series assignee - Any provision of § 13.1-1041.1 that provides or restricts remedies...

§ 13.1-1099.10. Enforcement of claim against non-associated asset - A. As used in this section: "Enforcement date" means 12:01...

§ 13.1-1099.11. Events causing dissolution of protected series - A protected series of a series limited liability company is...

§ 13.1-1099.12. Winding up dissolved protected series; voluntary cancellation - A. Subject to subsection B and in accordance with §...

§ 13.1-1099.13. Waiver of cancellation upon dissolution; reinstatement of series limited liability company - A. If after dissolution the members of a series limited...

§ 13.1-1099.14. Protected series may not be party to entity transaction - A protected series may not: 1. Be a party to...

§ 13.1-1099.15. Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company - A. A series limited liability company may not: 1. Convert...

§ 13.1-1099.16. Merger authorized; parties restricted - A series limited liability company may be party to a...

§ 13.1-1099.17. Plan of merger - In a merger under § 13.1-1099.16, the plan of merger...

§ 13.1-1099.18. Articles of merger - In a merger under § 13.1-1099.16, the articles of merger...

§ 13.1-1099.19. Effect of merger - When a merger under § 13.1-1099.16 becomes effective, in addition...

§ 13.1-1099.20. Application of § 13.1-1099.10 after merger - A. A creditor's right that existed under § 13.1-1099.10 immediately...

§ 13.1-1099.21. Governing law; foreign series limited liability companies and foreign protected series - The law of the jurisdiction of formation of a foreign...

§ 13.1-1099.22. No attribution of activities constituting transacting business or for establishing jurisdiction - In determining whether a foreign series limited liability company or...

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

§ 13.1-1099.24. Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding - A. Not later than 30 days after becoming a party...

§ 13.1-1099.25. Uniformity of application and construction - In applying and construing this article, consideration shall be given...

§ 13.1-1099.26. Effect on certain actions - This article does not affect an action commenced, proceeding brought,...

§ 13.1-1099.27. Relation to Electronic Signatures in Global and National Commerce Act - This chapter modifies, limits, or supersedes the federal Electronic Signatures...

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Code of Virginia Title 13.1 - Corporations Chapter 12 - Virginia Limited Liability Company Act

Code of Virginia
Title 13.1 - Corporations
Chapter 12 - Virginia Limited Liability Company Act