§ 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 Uniform Commercial Code, including §§ 8.9A-406 and 8.9A-408, do not apply to any interest in a limited liability company, including all rights, powers and interests arising under the articles of organization or operating agreement of a limited liability company or this chapter. This provision prevails over §§ 8.9A-406 and 8.9A-408, and is expressly intended to permit the enforcement as a fundamental matter of contract among the members of a limited liability company of any provision of an operating agreement that would otherwise be ineffective under § 9-406 or § 9-408 of the Uniform Commercial Code.
C. This chapter shall be construed in furtherance of the policies of giving maximum effect to the principle of freedom of contract and of enforcing operating agreements.
(1993, c. 113; 2003, c. 340.)
Sections: Previous 13.1-1000 13.1-1001 13.1-1001.1 13.1-1002 13.1-1003 13.1-1004 13.1-1005 13.1-1006 13.1-1007 13.1-1008 13.1-1009 13.1-1010 13.1-1010.1 13.1-1010.2 13.1-1010.3 NextLast modified: April 2, 2009