Code of Virginia

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Code of Virginia
Title 13.1. Corporations
Chapter 12. Virginia Limited Liability Company Act
12/1/2020

§ 13.1-1088. (Effective July 1, 2021) Definitions.

As used in this article, unless the context requires a different meaning:

"After a merger" or "after the merger" means when a merger under § 13.1-1099.16 becomes effective and afterwards.

"Asset" means property:

1. In which a series limited liability company or protected series has rights; or

2. As to which the series limited liability company or protected series has the power to transfer rights.

"Associated asset" means an asset that meets the requirements stated in § 13.1-1099.2.

"Associated member" means, with respect to a protected series, a member that meets the requirements stated in § 13.1-1099.3.

"Before a merger" or "before the merger" means before a merger under § 13.1-1099.16 becomes effective.

"Continuing protected series" means a protected series of a surviving company that continues in uninterrupted existence after a merger under § 13.1-1099.16.

"Merging company" means a limited liability company that is party to a merger under § 13.1-1099.16.

"Non-associated asset" means:

1. An asset of a series limited liability company that is not an associated asset of the series limited liability company; or

2. Any asset of a protected series of the series limited liability company that is not an associated asset of the protected series.

"Non-surviving company" means a merging company whose separate existence ceases after a merger under § 13.1-1099.16.

"Principal office of the protected series" means the office, in or out of the Commonwealth, where the principal executive offices of a protected series of a domestic or foreign series limited liability company are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the protected series. The designation of the principal office of a protected series in the most recent statement of change filed pursuant to § 13.1-1018.1 and subsection G of § 13.1-1095 shall be conclusive for the purpose of this chapter.

"Protected series assignee" means a person to which all or part of a protected series membership interest of a protected series of a series limited liability company has been transferred, other than the series limited liability company. "Protected series assignee" includes a person that owns a protected series membership interest as a result of ceasing to be an associated member of a protected series.

"Protected series manager" means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed pursuant to the operating agreement, this article, and other provisions of this chapter.

"Protected series membership interest" means the share of the profits and losses of a protected series and the right to receive distributions.

"Relocated protected series" means a protected series of a non-surviving company which, after a merger under § 13.1-1099.16, continues in uninterrupted existence as a protected series of the surviving company.

"Surviving company" means a merging company that is the survivor of a merger under § 13.1-1099.16.

"Survivor" has the same meaning as specified in § 13.1-1069.1.

2019, c. 636.

The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.