2006 Code of Virginia § 13.1-1023 - Operating agreement

13.1-1023. Operating agreement.

A. Authority.

1. The members of a limited liability company may enter into any operatingagreement to regulate or establish the affairs of the limited liabilitycompany, the conduct of its business and the relations of its members. Anoperating agreement may contain any provisions regarding the affairs of alimited liability company and the conduct of its business to the extent thatsuch provisions are not inconsistent with the laws of the Commonwealth or thearticles of organization. An operating agreement may provide rights to anyperson, including a person who is not a party to the operating agreement, tothe extent set forth in the operating agreement.

2. If a limited liability company has only one member, an operating agreementshall be deemed to include:

a. Any writing signed by the member, without regard to whether the writingconstitutes an agreement, that relates to the affairs of the limitedliability company and the conduct of its business.

b. Any agreement, regardless of whether the agreement is in writing, betweenthe member and the limited liability company, that relates to the affairs ofthe limited liability company and the conduct of its business, provided thatthe limited liability company has a manager that is a person other than themember.

B. Adoption and amendment.

1. An operating agreement must initially be agreed to by all of the members.Unless the articles of organization or a written operating agreementspecifically requires otherwise, an operating agreement need not be inwriting.

2. If the articles of organization or an operating agreement does not providefor the manner by which an operating agreement may be amended, then all ofthe members must agree to any amendment of an operating agreement.

3. If the articles of organization or the operating agreement provide for themanner by which an operating agreement may be amended, including by requiringthe approval of a person who is not a party to the articles of organizationor requiring the satisfaction of conditions, an operating agreement may beamended only in that manner or as otherwise permitted by law; provided that(i) the approval of any person may be waived by that person and (ii) anyconditions may be waived by all persons for whose benefit the conditions wereintended.

C. Enforcement of operating agreement.

1. A court of equity may enforce an operating agreement by injunction or bysuch other relief that the court in its discretion determines to be fair andappropriate in the circumstances.

2. As an alternative to injunctive or other equitable relief, when theprovisions of 13.1-1047 are applicable, the court may order dissolution ofthe limited liability company.

(1991, c. 168; 1993, c. 113; 1997, c. 190; 2005, c. 255.)

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