There is a newer version of the Code of Virginia
2016 Code of Virginia
Title 13.1 - Corporations
Chapter 12 - Virginia Limited Liability Company Act
Article 1. General Provisions
- § 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
Article 2. Formation
- § 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 Repealed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
Article 3. Registered Office and Agent; Principal Office
- § 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
Article 4. Relationship of a Limited Liability Company and Its Members to Third Persons
- § 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
Article 5. Relationship of Members to Each Other
- § 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
Article 6. Finance
- § 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 Repealed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
Article 7. Rights of and Assignment by Members
- § 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
Article 8. Derivative Actions
- § 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
Article 9. Dissolution
- § 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
Article 10. Foreign Limited Liability Companies
- § 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
Article 11. Annual Registration Fees
- § 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
Article 12. Miscellaneous
- § 13.1-1067. Property title records
- § 13.1-1067.1. Repealed
- § 13.1-1068. Repealed
- § 13.1-1069. Repealed
Article 13. Merger
- § 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
Article 14. Domestication
- § 13.1-1074. Domestication
- § 13.1-1075. Plan of 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
Article 15. Conversion
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