2006 Code of Virginia § 13.1-1002 - Definitions

13.1-1002. Definitions.

As used in this chapter:

"Articles of organization" means all documents constituting, at anyparticular time, the articles of organization of a limited liability company.It includes the original articles of organization, the original certificateof organization issued by the Commission, and all amendments to the articlesof organization. When the articles of organization have been restatedpursuant to any articles of amendment, it includes only the restated articlesof organization and any subsequent amendments to the restated articles oforganization, but does not include the articles of amendment accompanying therestated articles of organization.

"Bankruptcy" means, with respect to any person, being the subject of anorder for relief under Title 11 of the United States Code.

"Commission" means the State Corporation Commission of Virginia.

"Contribution" means any cash, property or services rendered, or apromissory note or other binding obligation to contribute cash or property orto perform services, which a member contributes to a limited liabilitycompany in his capacity as a member.

"Distribution" means a direct or indirect transfer of money or otherproperty, or incurrence of indebtedness by a limited liability company, to orfor the benefit of its members in respect of their interests.

"Domestic business trust" has the same meaning as specified in 13.1-1201.

"Domestic corporation" has the same meaning as specified in 13.1-603.

"Domestic limited partnership" has the same meaning as specified in 50-73.1.

"Domestic partnership" means an association of two or more persons to carryon as co-owners a business for profit formed under 50-73.88, or predecessorlaw of the Commonwealth, and includes, for all purposes of the laws of theCommonwealth, a registered limited liability partnership.

"Electronic transmission" means any form of communication, not directlyinvolving the physical transmission of paper, that creates a record that maybe retained, retrieved and reviewed by a recipient thereof, and that may bedirectly reproduced in paper form by such a recipient through an automatedprocess. Any term used in this definition that is defined in 59.1-480 ofthe Uniform Electronic Transactions Act shall have the meaning set forth insuch section.

"Foreign business trust" has the same meaning as specified in 13.1-1201.

"Foreign corporation" has the same meaning as specified in 13.1-603.

"Foreign limited liability company" means an entity, excluding a foreignbusiness trust, that is an unincorporated association organized under lawsother than the laws of this Commonwealth, and that affords to each of itsmembers, pursuant to the laws under which it is organized, limited liabilitywith respect to the liabilities of the entity.

"Foreign limited partnership" has the same meaning as specified in 50-73.1.

"Foreign partnership" means an association of two or more persons to carryon as co-owners a business for profit formed under the laws of any state orjurisdiction other than the Commonwealth, and includes, for all purposes ofthe laws of the Commonwealth, a foreign registered limited liabilitypartnership.

"Foreign registered limited liability partnership" has the same meanings asspecified in 50-2 and 50-73.79.

"Limited liability company" or "domestic limited liability company" meansan entity that is an unincorporated association that is organized andexisting under this chapter, or that has become a domestic limited liabilitycompany of the Commonwealth pursuant to 13.1-1010.3, even though also beinga non-United States entity organized under laws other than the laws of theCommonwealth, or that has become a domestic limited liability company of theCommonwealth pursuant to 56-1, even though also being a limited liabilitycompany organized under laws other than the laws of the Commonwealth, or thathas become a domestic limited liability company of the Commonwealth pursuantto 13.1-1010.1, Article 12.2 ( 13.1-722.8 et seq.) of Chapter 9 of thistitle, or, effective on and after November 1, 2006, Article 14 ( 13.1-1074et seq.) of Chapter 12 of this title. A limited liability company's statusfor federal tax purposes shall not affect its status as a distinct entityorganized and existing under this chapter.

"Manager" or "managers" means a person or persons designated by themembers of a limited liability company to manage the limited liabilitycompany as provided in the articles of organization or an operating agreement.

"Manager-managed limited liability company" means a limited liabilitycompany that is managed by a manager or managers as provided for in itsarticles of organization or an operating agreement.

"Member" means a person that has been admitted to membership in a limitedliability company as provided in 13.1-1038.1 and that has not ceased to bea member.

"Member-managed limited liability company" means a limited liabilitycompany that is not a manager-managed limited liability company.

"Membership interest" or "interest" means, except as otherwise providedin the articles of organization or an operating agreement, a member's shareof the profits and the losses of the limited liability company and the rightto receive distributions of the limited liability company's assets.

"Non-United States entity" means a foreign limited liability company (otherthan one formed under the laws of a state), or a corporation, business trustor association, real estate investment trust, common-law trust, or any otherunincorporated business, including a partnership, formed, incorporated,organized, created or that otherwise came into being under the laws of anyforeign country or other foreign jurisdiction (other than any state).

"Operating agreement" means an agreement of the members as to the affairsof a limited liability company and the conduct of its business, or a writingor agreement of a limited liability company with one member that satisfiesthe requirements of subdivision A 2 of 13.1-1023.

"Person" has the same meaning as specified in 13.1-603.

"Principal office" means the office, in or out of the Commonwealth, wherethe principal executive offices of a domestic or foreign limited liabilitycompany are located.

"State," when referring to a part of the United States, includes a state,commonwealth and the District of Columbia, and their agencies andgovernmental subdivisions; and a territory or insular possession, and theiragencies and governmental subdivisions, of the United States.

"United States" includes a district, authority, bureau, commission,department and any other agency of the United States.

(1991, c. 168; 1992, cc. 574, 575; 1993, c. 113; 1995, c. 168; 1996, c. 265;1997, c. 190; 2001, c. 548; 2002, cc. 288, 621; 2003, c. 340; 2005, c. 255;2006, c. 912.)