Chapter 12. Virginia Limited Liability Company ActRead Chapter
- Article 1. General ProvisionsRead all
- § 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. FormationRead all
- § 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- Repealed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 OfficeRead all
- § 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 PersonsRead all
- § 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 OtherRead all
- § 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. FinanceRead all
- § 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- Repealed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 MembersRead all
- § 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 ActionsRead all
- § 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. DissolutionRead all
- § 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 CompaniesRead all
- § 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 FeesRead all
- § 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. MiscellaneousRead all
- § 13.1-1067
- Property title records
- § 13.1-1067.1
- Repealed
- § 13.1-1068
- Repealed
- § 13.1-1069
- Repealed
- Article 13. MergerRead all
- § 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. DomesticationRead all
- § 13.1-1074
- Definitions
- § 13.1-1075
- 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. ConversionRead all
- § 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 SeriesRead all
- § 13.1-1088
- Definitions
- § 13.1-1089
- Nature of protected series
- § 13.1-1090
- Powers and duration of protected series
- § 13.1-1091
- Governing law
- § 13.1-1092
- Relation of operating agreement, this article, and the other articles of this chapter
- § 13.1-1093
- Additional limitations on operating agreement
- § 13.1-1094
- Rules for applying other articles of this chapter to specified provisions of this article
- § 13.1-1095
- Protected series designation; amendment
- § 13.1-1096
- Name
- § 13.1-1097
- Registered office and registered agent
- § 13.1-1098
- Service of process, notice, or demand
- § 13.1-1099
- Effectiveness of notice
- § 13.1-1099.1
- Annual registration fees
- § 13.1-1099.2
- Associated assets
- § 13.1-1099.3
- Associated members
- § 13.1-1099.4
- Protected series membership interests
- § 13.1-1099.5
- Management
- § 13.1-1099.6
- Right of person not associated member of protected series to information concerning protected series
- § 13.1-1099.7
- Limitations on liability
- § 13.1-1099.8
- Claim seeking to disregard limitation of liability
- § 13.1-1099.9
- Remedies of judgment creditor of associated member or protected series assignee
- § 13.1-1099.10
- Enforcement of claim against non-associated asset
- § 13.1-1099.11
- Events causing dissolution of protected series
- § 13.1-1099.12
- Winding up dissolved protected series; voluntary cancellation
- § 13.1-1099.13
- Waiver of cancellation upon dissolution; reinstatement of series limited liability company
- § 13.1-1099.14
- Protected series may not be party to entity transaction
- § 13.1-1099.15
- Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company
- § 13.1-1099.16
- Merger authorized; parties restricted
- § 13.1-1099.17
- Plan of merger
- § 13.1-1099.18
- Articles of merger
- § 13.1-1099.19
- Effect of merger
- § 13.1-1099.20
- Application of § 13.1-1099.10 after merger
- § 13.1-1099.21
- Governing law; foreign series limited liability companies and foreign protected series
- § 13.1-1099.22
- No attribution of activities constituting transacting business or for establishing jurisdiction
- § 13.1-1099.23
- Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement
- § 13.1-1099.24
- Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding
- § 13.1-1099.25
- Uniformity of application and construction
- § 13.1-1099.26
- Effect on certain actions
- § 13.1-1099.27
- Relation to Electronic Signatures in Global and National Commerce Act
