Code of Virginia - Title 13.1 Corporations - Chapter 12 Virginia Limited Liability Company Act

13.1-1000 Short title
This chapter shall be known as the Virginia Limited Liability Company Act. (1991, c. 168.) ...
13.1-1001 Reservation of power to amend or repeal
The General Assembly shall have the power to amend or repeal all or part of this chapter at any time and all domestic and foreign ...
13.1-1001.1 Construction
A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. B. Sections 9-406 and 9-408 of the ...
13.1-1002 Definitions
As used in this chapter: "Articles of organization" means all documents constituting, at any particular time, the articles of organization of a limited liability company. ...
13.1-1003 Filing requirements
A. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled ...
13.1-1004 Issuance of certificate by Commission; recordation of documents
A. Whenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission to evidence the effectiveness of the ...
13.1-1005 Fees
The Commission shall charge and collect the following fees: 1. For filing any one of the following, the fee shall be $100: a. Articles of ...
13.1-1006 Penalty for signing false documents
A. It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document ...
13.1-1007 Unlawful to transact or offer to transact business as a limited liability company unless authorize...
It shall be unlawful for any person to transact business in this Commonwealth as a limited liability company or to offer or advertise to transact ...
13.1-1008 Purposes
Every limited liability company formed under this chapter has the purpose of engaging in any lawful business, purpose, or activity, whether or not such business, ...
13.1-1009 Powers
Unless the articles of organization provide otherwise, every limited liability company has the same powers as an individual to do all things necessary or convenient ...
13.1-1010 Organizers
One or more persons may act as organizers of a limited liability company by signing and filing articles of organization with the Commission. Such person ...
13.1-1010.1 Conversion of partnership to limited liability company
A. A domestic or foreign partnership or limited partnership may convert to a limited liability company by filing articles of organization that meet the requirements ...
13.1-1010.2 Effect of conversion; entity unchanged
A. A general or limited partnership that has been converted pursuant to § 13.1-1010.1 shall be deemed for all purposes the same entity that existed ...
13.1-1010.3 Domestication of non-United States entities
A. Any non-United States entity may become domesticated as a limited liability company by complying with subsection E of this section and filing articles of ...
13.1-1010.4 Conversions involving corporations and limited liability companies
A domestic corporation may become a domestic limited liability company, and a domestic limited liability company may become a domestic corporation, pursuant to a plan ...
13.1-1011 Articles of organization
A. The articles of organization shall set forth: 1. A name for the limited liability company that satisfies the requirements of § 13.1-1012; 2. The ...
13.1-1011.1 Articles of correction
A. A limited liability company may correct its articles of organization at any time to correct a name or address specified in the articles of ...
13.1-1012 Name
A. A limited liability company name shall contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC." B. ...
13.1-1013 Reserved name
A. A person may apply to the Commission to reserve the exclusive use of a limited liability company name, including the designated name for a ...
13.1-1014 (Effective until April 1, 2009) Amendment of articles of organization
A. A limited liability company may amend its articles of organization at any time to add or change a provision that is required or permitted ...
13.1-1014.1 (Efective until April 1, 2009) Restatement of articles of organization
A. A limited liability company may restate its articles of organization at any time. B. The restatement may include one or more amendments to the ...
13.1-1015 Registered office and registered agent
A. Each domestic limited liability company and each foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) of this chapter shall ...
13.1-1016 Change of registered office or registered agents
A. A limited liability company or a foreign limited liability company registered pursuant to Article 11 (§ 13.1-1061 et seq.) of this chapter may change ...
13.1-1017 Resignation of registered agent
A. A registered agent may resign his agency appointment by signing and filing with the Commission a statement of resignation accompanied by his certification that ...
13.1-1018 Service on limited liability company
A. A domestic or foreign limited liability company's registered agent is the limited liability company's agent for service of process, notice, or demand required or ...
13.1-1019 Liability to third parties
Except as otherwise provided by this Code or as expressly provided in the articles of organization, no member, manager, organizer or other agent of a ...
13.1-1020 Parties to actions
A member of a limited liability company, solely by reason of being a member, is not a proper party to a proceeding by or against ...
13.1-1021 Limited liability company property
Any estate or interest in property may be acquired in the name of the limited liability company, and title to any estate or interest so ...
13.1-1021.1 Agency of members and managers
A. Subject to subsections B and C: 1. Each member is an agent of the limited liability company for the purpose of its business; 2. ...
13.1-1022 Management of limited liability company
A. Except to the extent that the articles of organization or an operating agreement provides in writing for management of a limited liability company by ...
13.1-1023 Operating agreement
A. Authority. 1. The members of a limited liability company may enter into any operating agreement to regulate or establish the affairs of the limited ...
13.1-1023.1 Remedies for breach of operating agreement by member or manager
A. An operating agreement may provide that: 1. A member or manager who fails to perform in accordance with, or to comply with terms and ...
13.1-1024 Management of a limited liability company by a manager or managers
A. The articles of organization or an operating agreement of a limited liability company may delegate full or partial responsibility for managing a limited liability ...
13.1-1024.1 General standards of conduct for a manager
A. A manager shall discharge his or its duties as a manager in accordance with the manager's good faith business judgment of the best interests ...
13.1-1025 Limitation of liability of members and managers; exception
A. In any proceeding brought by or in the right of a limited liability company or brought by or on behalf of members of the ...
13.1-1026 Business transactions of members or managers with the limited liability company
Except as provided in the articles of organization or an operating agreement, a member or manager may lend money to and transact other business with ...
13.1-1027 Contributions
A. The contributions of a member to a limited liability company may be in cash, property, or services rendered or a promissory note or other ...
13.1-1028 Information and records
A. Each limited liability company shall keep at its principal office the following: 1. A current list of the full name and last known business ...
13.1-1029 Sharing of profits and losses
The profits and losses of a limited liability company shall be allocated among the members, and among classes of members, on the basis provided in ...
13.1-1030 Sharing of distributions
Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes of members, on the basis ...
13.1-1031 Interim distributions
Except as provided in this article, a member is entitled to receive distributions from a limited liability company before the dissolution and winding up thereof ...
13.1-1032 Resignation of member
A member may resign from a limited liability company only to the extent provided for in writing in the articles of organization or an operating ...
13.1-1033 Description unavailable
Repealed by Acts 1995, c. 168. ...
13.1-1034 Distribution in kind
Except as provided in writing in the articles of organization or an operating agreement, a member, regardless of the nature of his or its contribution, ...
13.1-1035 Restrictions on making distribution
A. No distribution may be made by a limited liability company if, after giving effect to the distribution: 1. The limited liability company would not ...
13.1-1036 Liability upon wrongful distribution
If a member has received a distribution in violation of the articles of organization or an operating agreement or in violation of § 13.1-1035 of ...
13.1-1037 Right to distribution
At the time a member becomes entitled to receive a distribution, he or it has the status of, and is entitled to all remedies available ...
13.1-1038 Nature of interest in limited liability company
A membership interest in a limited liability company is personal property. The only transferable interest of a member in the limited liability company is the ...
13.1-1038.1 Admission of members
A. Subject to subsection B, a person may become a member in a limited liability company: 1. In the case of a person acquiring a ...
13.1-1039 Assignment of interest
A. Unless otherwise provided in the articles of organization or an operating agreement, a membership interest in a limited liability company is assignable in whole ...
13.1-1040 Right of assignee to become member
A. Except as otherwise provided in writing in the articles of organization or an operating agreement, an assignee of an interest in a limited liability ...
13.1-1040.1 Events causing member's dissociation
Except as otherwise provided in the articles of organization or an operating agreement, a member is dissociated from a limited liability company upon the occurrence ...
13.1-1040.2 Effect of a member's dissociation
A. Except as provided in the articles of organization or an operating agreement, the dissociation of a member shall not affect the membership interest held ...
13.1-1041 Description unavailable
Repealed by Acts 2004, c. 601. ...
13.1-1041.1 Member's transferable interest subject to charging order
A. On application by a judgment creditor of a member or of a member's assignee, a court having jurisdiction may charge the transferable interest of ...
13.1-1042 Right of action
A member may bring an action in the right of a limited liability company to recover a judgment in its favor to the same extent ...
13.1-1043 Proper plaintiff
In a derivative action, the plaintiff shall be a member at the time of bringing the action and (i) shall have been a member at ...
13.1-1044 Pleading
In derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure commencement of the action by a member or ...
13.1-1045 Expenses
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, ...
13.1-1046 (Effective until April 1, 2009) Dissolution; generally
A. A limited liability company organized under this chapter is dissolved and its affairs shall be wound up upon the happening of the first to ...
13.1-1047 Judicial dissolution
A. On application by or for a member, the circuit court of the locality in which the registered office of the limited liability company is ...
13.1-1048 (Effective until April 1, 2009) Winding up
A. Unless otherwise provided in the articles of organization or an operating agreement, upon the dissolution of a limited liability company, the members may wind ...
13.1-1049 Distribution of assets upon dissolution
Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed as follows: 1. To creditors, including ...
13.1-1049.1 Known claims against dissolved limited liability company
A. A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. B. The dissolved ...
13.1-1049.2 Other claims against dissolved limited liability company.
A. A dissolved limited liability company may also publish notice of its dissolution and request that persons with claims against the dissolved limited liability company ...
13.1-1049.3 Court proceedings.
A. A dissolved limited liability company that has published a notice under § 13.1-1049.2 may file an application with the circuit court of the city ...
13.1-1050 (Effective until April 1, 2009) Articles of cancellation
A. When the affairs of a limited liability company have been wound up, it shall file articles of cancellation with the Commission. The winding up ...
13.1-1050.1 (Repealed effective April 1, 2009) Reinstatement
A limited liability company that has filed a certificate of cancellation may be relieved of the cancellation and its certificate of organization shall be reinstated ...
13.1-1050.2 (Effective April 1, 2009) Automatic cancellation of limited liability company existence
A. If any limited liability company fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall ...
13.1-1050.3 (Effective April 1, 2009) Involuntary cancellation of limited liability company existence
A. The existence of a limited liability company may be canceled involuntarily by order of the Commission when it finds that the limited liability company ...
13.1-1050.4 (Effective April 1, 2009) Reinstatement of a limited liability company that has ceased to exis...
A. A limited liability company that has ceased to exist may apply to the Commission for reinstatement within five years thereafter, unless the cancellation was ...
13.1-1051 (Effective until April 1, 2009) Law governing
Subject to the Constitution of this Commonwealth, (i) the laws of the state or other jurisdiction under which a foreign limited liability company is formed ...
13.1-1052 (Effective until April 1, 2009) Registration
Before transacting business in the Commonwealth, a foreign limited liability company shall register with the Commission. In order to register, a foreign limited liability company ...
13.1-1053 (Repealed effective April 1, 2009) Issuance of registration
A. If the Commission finds that an application for registration conforms to the provisions of this article and all required fees have been paid, it ...
13.1-1054 Name
No certificate of registration shall be issued to a foreign limited liability company unless the name of such limited liability company satisfies the requirements of ...
13.1-1055 (Effective until April 1, 2009) Changes and amendment
If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described ...
13.1-1056 Cancellation of certificate of registration
A. A foreign limited liability company may cancel its certificate of registration by delivering to the Commission a certificate of cancellation on forms prescribed and ...
13.1-1056.1 (Effective April 1, 2009) Automatic cancellation of certificate of registration
A. If any foreign limited liability company fails to pay its annual registration fee on or before December 31 of the year assessed, its certificate ...
13.1-1056.2 (Effective April 1, 2009) Involuntary cancellation of certificate of registration by Commissio...
A. The certificate of registration to transact business in the Commonwealth of any foreign limited liability company may be canceled involuntarily by order of the ...
13.1-1056.3 (Effective April 1, 2009) Reinstatement of a certificate of registration that has been cancele...
A. A foreign limited liability company whose certificate of registration to transact business in the Commonwealth has been canceled may be relieved of the cancellation ...
13.1-1057 Transaction of business without registration
A. A foreign limited liability company transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth ...
13.1-1058 Actions by Attorney General
The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in this Commonwealth in violation of this article. ...
13.1-1059 Transactions not constituting doing business
A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this article: 1. Maintaining, ...
13.1-1060 Merger of foreign limited liability company registered to transact business in Commonwealt...
A. (Effective until April 1, 2009) Whenever a foreign limited liability company that is registered to transact business in the Commonwealth is a party to ...
13.1-1060.1 Entity conversion of foreign limited liability company registered to transact business in Commonwea...
A. Whenever a foreign limited liability company that is registered to transact business in the Commonwealth converts to another type of entity, the surviving or ...
13.1-1061 Annual registration fees to be assessed and collected by Commission; application of paymen...
The Commission shall assess and collect the annual registration fees imposed by this chapter. When the Commission receives payment of a registration fee assessed against ...
13.1-1062 Annual registration fees to be paid by domestic and foreign limited liability companies
A. Every domestic limited liability company, and every foreign limited liability company registered to transact business in this Commonwealth, shall pay into the state treasury ...
13.1-1063 Assessment of annual registration fees and forwarding of statements
The Commission shall ascertain from its records each domestic limited liability company and each foreign limited liability company registered to transact business in this Commonwealth, ...
13.1-1064 (Effective until April 1, 2009) Penalty for failure to timely pay annual registration fees or file ...
A. Any domestic or any foreign limited liability company failing to pay the annual registration fee into the state treasury within the time prescribed in ...
13.1-1065 Payment of fees, fines, penalties, and interest prerequisite to Commission action; refund...
A. The Commission shall not file or issue with respect to any domestic or foreign limited liability company any document or certificate specified in this ...
13.1-1066 Collection by suit and of unpaid bills
The provisions of §§ 13.1-775.1 and 58.1-2814, so far as they are applicable, shall apply to the annual registration fees and penalties imposed by this ...
13.1-1067 Property title records
A. Whenever the records in the office of the clerk of the Commission reflect that a domestic or foreign limited liability company has changed or ...
13.1-1067.1 Description unavailable
Repealed by Acts 1993, c. 113. ...
13.1-1068 Description unavailable
Not set out. (1991, c. 168.) ...
13.1-1069 Description unavailable
Repealed by Acts 2005, c. 839, effective October 1, 2005. ...
13.1-1070 (Effective until April 1, 2009) Merger
A. Pursuant to a written plan of merger, a domestic limited liability company may merge with one or more domestic or foreign limited liability companies, ...
13.1-1071 Approval of merger by domestic limited liability company
A. Each domestic limited liability company that is to be a party to a proposed merger shall approve the proposed merger, unless the articles of ...
13.1-1072 (Effective until April 1, 2009) Articles of merger
A. After a plan of merger is approved by each domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation party to ...
13.1-1073 Effect of merger
When a merger takes effect: 1. The separate existence of every domestic limited liability company that is a party to the merger except the surviving ...
13.1-1074 Domestication
A. A foreign limited liability company may become a domestic limited liability company in the manner provided in this article. The laws of this Commonwealth ...
13.1-1075 Plan of domestication.
A. The plan of domestication shall set forth: 1. A statement of the jurisdiction in which the domestic and foreign limited liability company is presently ...
13.1-1076 Action on plan of domestication by a domestic limited liability company.
In the case of a domestic limited liability company: A. Unless the articles of organization or a written operating agreement of the limited liability company ...
13.1-1077 Articles of domestication.
A. After the domestication of a foreign limited liability company is approved in the manner required by the laws of the jurisdiction in which the ...
13.1-1078 Surrender of articles of organization upon domestication.
A. Whenever a domestic limited liability company has approved, in the manner required by this article, a plan of domestication providing for the limited liability ...
13.1-1079 Effect of domestication.
A. When a foreign limited liability company's certificate of domestication in this Commonwealth becomes effective, with respect to that limited liability company: 1. The title ...
13.1-1080 Abandonment of domestication.
A. Unless the domestic limited liability company's articles of organization, operating agreement or the plan of domestication provides otherwise, after the domestication has been authorized ...

Last modified: April 2, 2009