Title 13.1. Corporations
Chapter 12. Virginia Limited Liability Company Act
§ 13.1-1099.7. Limitations on liability.
A. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:
1. A protected series of a series limited liability company solely by reason of being or acting as:
a. An associated member, protected series manager, or protected series assignee of the protected series; or
b. A member, manager, or an assignee of the series limited liability company; or
2. A series limited liability company solely by reason of being or acting as an associated member, protected series manager, or protected series assignee of a protected series of the series limited liability company.
B. Subject to § 13.1-1099.10, the following rules apply:
1. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the series limited liability company.
2. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.
3. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the series limited liability company solely by reason of the protected series being a protected series of the series limited liability company or the series limited liability company:
a. Being or acting as a protected series manager of the protected series;
b. Having the protected series manage the series limited liability company; or
c. Owning a protected series membership interest of the protected series.
4. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the series limited liability company or another protected series of the series limited liability company solely by reason of:
a. Being a protected series of the series limited liability company;
b. Being or acting as a manager of the series limited liability company or a protected series manager of another protected series of the series limited liability company; or
c. Having the series limited liability company or another protected series of the series limited liability company be or act as a protected series manager of the protected series.
2019, c. 636.
