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2019 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. (Effective July 1, 2020) Definitions
- § 13.1-1002. (Effective until July 1, 2020) Definitions
- § 13.1-1003. Filing requirements
- § 13.1-1003.1. Filings with the Commission pursuant to reorganization
- § 13.1-1004. (Effective July 1, 2020) Issuance of certificate by Commission; recordation of documents
- § 13.1-1004. (Effective until July 1, 2020) Issuance of certificate by Commission; recordation of documents
- § 13.1-1005. (Effective July 1, 2020) Fees
- § 13.1-1005. (Effective until July 1, 2020) 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 Repealed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. (Effective July 1, 2020) Name
- § 13.1-1012. (Effective until July 1, 2020) 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. (Effective July 1, 2020) Authority to transact business required; governing law
- § 13.1-1051. (Effective until July 1, 2020) 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. (Effective July 1, 2020) Annual registration fees to be assessed and collected by Commission; application of payment
- § 13.1-1061. (Effective until July 1, 2020) Annual registration fees to be assessed and collected by Commission; application of payment
- § 13.1-1062. (Effective July 1, 2020) Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies
- § 13.1-1062. (Effective until July 1, 2020) 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. (Effective July 1, 2020) Penalty for failure to timely pay annual registration fees
- § 13.1-1064. (Effective until July 1, 2020) Penalty for failure to timely pay annual registration fees
- § 13.1-1065. (Effective July 1, 2020) Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds
- § 13.1-1065. (Effective until July 1, 2020) 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. (Effective July 1, 2020) Property title records
- § 13.1-1067. (Effective until July 1, 2020) 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
- § 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
Article 16. Protected Series
- § 13.1-1088. (Effective July 1, 2020) Definitions
- § 13.1-1089. (Effective July 1, 2020) Nature of protected series
- § 13.1-1090. (Effective July 1, 2020) Powers and duration of protected series
- § 13.1-1091. (Effective July 1, 2020) Governing law
- § 13.1-1092. (Effective July 1, 2020) Relation of operating agreement, this article, and the other articles of this chapter
- § 13.1-1093. (Effective July 1, 2020) Additional limitations on operating agreement
- § 13.1-1094. (Effective July 1, 2020) Rules for applying other articles of this chapter to specified provisions of this article
- § 13.1-1095. (Effective July 1, 2020) Protected series designation; amendment
- § 13.1-1096. (Effective July 1, 2020) Name
- § 13.1-1097. (Effective July 1, 2020) Registered office and registered agent
- § 13.1-1098. (Effective July 1, 2020) Service of process, notice, or demand
- § 13.1-1099. (Effective July 1, 2020) Effectiveness of notice
- § 13.1-1099.1. (Effective July 1, 2020) Annual registration fees
- § 13.1-1099.2. (Effective July 1, 2020) Associated assets
- § 13.1-1099.3. (Effective July 1, 2020) Associated members
- § 13.1-1099.4. (Effective July 1, 2020) Protected series membership interests
- § 13.1-1099.5. (Effective July 1, 2020) Management
- § 13.1-1099.6. (Effective July 1, 2020) Right of person not associated member of protected series to information concerning protected series
- § 13.1-1099.7. (Effective July 1, 2020) Limitations on liability
- § 13.1-1099.8. (Effective July 1, 2020) Claim seeking to disregard limitation of liability
- § 13.1-1099.9. (Effective July 1, 2020) Remedies of judgment creditor of associated member or protected series assignee
- § 13.1-1099.10. (Effective July 1, 2020) Enforcement of claim against non-associated asset
- § 13.1-1099.11. (Effective July 1, 2020) Events causing dissolution of protected series
- § 13.1-1099.12. (Effective July 1, 2020) Winding up dissolved protected series; voluntary cancellation
- § 13.1-1099.13. (Effective July 1, 2020) Waiver of cancellation upon dissolution; reinstatement of series limited liability company
- § 13.1-1099.14. (Effective July 1, 2020) Protected series may not be party to entity transaction
- § 13.1-1099.15. (Effective July 1, 2020) Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company
- § 13.1-1099.16. (Effective July 1, 2020) Merger authorized; parties restricted
- § 13.1-1099.17. (Effective July 1, 2020) Plan of merger
- § 13.1-1099.18. (Effective July 1, 2020) Articles of merger
- § 13.1-1099.19. (Effective July 1, 2020) Effect of merger
- § 13.1-1099.20. (Effective July 1, 2020) Application of ยง 13.1-1099.10 after merger
- § 13.1-1099.21. (Effective July 1, 2020) Governing law; foreign series limited liability companies and foreign protected series
- § 13.1-1099.22. (Effective July 1, 2020) No attribution of activities constituting transacting business or for establishing jurisdiction
- § 13.1-1099.23. (Effective July 1, 2020) Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement
- § 13.1-1099.24. (Effective July 1, 2020) Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding
- § 13.1-1099.25. (Effective July 1, 2020) Uniformity of application and construction
- § 13.1-1099.26. (Effective July 1, 2020) Effect on certain actions
- § 13.1-1099.27. (Effective July 1, 2020) Relation to Electronic Signatures in Global and National Commerce Act
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