dcrodriguez/Code-of-Virginia huggingface dataset:
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.20. Application of § 13.1-1099.10 after merger.
A. A creditor's right that existed under § 13.1-1099.10 immediately before a merger under § 13.1-1099.16 may be enforced after the merger in accordance with the following rules:

1. A creditor's right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger.

2. A creditor's right that existed immediately before the merger against a non-surviving company:

a. May be asserted against an asset of the non-surviving company that vested in the surviving company as a result of the merger; and

b. Does not otherwise change.

3. Subject to subsection B, the following rules apply:

a. In addition to the remedy stated in subdivision 1, a creditor with a right under § 13.1-1099.10 that existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against:

(1) An asset of the surviving company, other than an asset of the non-surviving company that vested in the surviving company as a result of the merger;

(2) An asset of a continuing protected series;

(3) An asset of a protected series established by the surviving company as a result of the merger;

(4) If the creditor's right was against an asset of the non-surviving company, an asset of a relocated protected series; or

(5) If the creditor's right was against an asset of a relocated protected series, an asset of a relocated protected series.

b. In addition to the remedy stated in subdivision 2, a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against:

(1) An asset of a relocated protected series; or

(2) An asset of a non-surviving company that vested in the surviving company as a result of the merger.

B. For the purposes of subdivision A 3 and subdivisions B 1a, B 2a, and B 3a of § 13.1-1099.10, the incurrence date is deemed to be the date on which the merger becomes effective.

C. A merger under § 13.1-1099.16 does not affect the manner in which § 13.1-1099.10 applies to a liability incurred after the merger.

2019, c. 636.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.22. No attribution of activities constituting transacting business or for establishing jurisdiction.
In determining whether a foreign series limited liability company or foreign protected series of the foreign series limited liability company transacts business in the Commonwealth or is subject to the personal jurisdiction of the courts of the Commonwealth:

1. The activities and affairs of the foreign series limited liability company are not attributable to a foreign protected series of the foreign series limited liability company solely by reason of the foreign protected series being a foreign protected series of the foreign series limited liability company; and

2. The activities and affairs of a foreign protected series are not attributable to the foreign series limited liability company or another foreign protected series of the foreign series limited liability company solely by reason of the foreign protected series being a foreign protected series of the foreign series limited liability company.

2019, c. 636.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.24. Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding.
A. Not later than 30 days after becoming a party to a proceeding before a civil, criminal, administrative, or other adjudicative tribunal of the Commonwealth or a tribunal of the United States located in the Commonwealth:

1. A foreign series limited liability company shall disclose to each other party the name and the street and mailing addresses of:

a. Each foreign protected series of the foreign series limited liability company; and

b. Each foreign protected series manager of and an agent for service of process for each foreign protected series of the foreign series limited liability company; and

2. A foreign protected series of a foreign series limited liability company shall disclose to each other party the name and the street and mailing addresses of:

a. The foreign series limited liability company that established the foreign protected series, each person managing the foreign series limited liability company, and an agent for service of process for the foreign series limited liability company; and

b. Any other foreign protected series of the foreign series limited liability company and each protected series manager of and an agent for service of process for the other protected series.

B. If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal, the requirement that the foreign series limited liability company or foreign protected series make disclosure under subsection A is tolled until the tribunal determines whether it has personal jurisdiction.

C. If a foreign series limited liability company or foreign protected series does not comply with subsection A, a party to the proceeding may:

1. Request the tribunal to treat the noncompliance as a failure to comply with the tribunal's discovery rules; or

2. Bring a separate proceeding in the tribunal to enforce subsection A.

2019, c. 636.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.25. Uniformity of application and construction.
In applying and construing this article, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the Uniform Protected Series Act.

2019, c. 636.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.26. Effect on certain actions.
This article does not affect an action commenced, proceeding brought, or right accrued before July 1, 2021.

2019, c. 636; 2021, Sp. Sess. I, c. 487.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.27. Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) but does not modify, limit, or supersede § 101 of that Act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in § 103 of that Act (15 U.S.C. § 7003 (b)).

2019, c. 636.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.3. Associated members.
A. Only a member of a series limited liability company may be an associated member of a protected series of the series limited liability company.

B. A member of a series limited liability company becomes an associated member of a protected series of the series limited liability company if the operating agreement or a procedure established by the operating agreement states:

1. That the member is an associated member of the protected series;

2. The date on which the member became an associated member; and

3. Any protected series membership interest the associated member has in connection with becoming or being an associated member.

C. If a person that is an associated member of a protected series of a series limited liability company is dissociated from the series limited liability company, the person ceases to be an associated member of the protected series.

2019, c. 636.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.4. Protected series membership interests.
A. A protected series membership interest of a protected series of a series limited liability company shall be owned initially by an associated member of the protected series or the series limited liability company.

B. If a protected series of a series limited liability company has no associated members when established, the series limited liability company owns the protected series membership interests in the protected series.

C. In addition to acquiring a protected series membership interest under subsection B, a series limited liability company may acquire a protected series membership interest through a transfer from another person or as provided in the operating agreement.

D. Except for subdivision A 3 of § 13.1-1094, a provision of this article that applies to a protected series assignee of a protected series of a series limited liability company applies to the series limited liability company in its capacity as an owner of a protected series membership interest of the protected series. A provision of the operating agreement of a series limited liability company that applies to a protected series assignee of a protected series of the series limited liability company applies to the series limited liability company in its capacity as an owner of a protected series membership interest of the protected series.

2019, c. 636.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.5. Management.
A. A protected series may have more than one protected series manager.

B. If a protected series has no associated members, the series limited liability company is the protected series manager.

C. Section 13.1-1094 shall be applicable to the determination of any duties of a protected series manager of a protected series of a series limited liability company to:

1. The protected series;

2. Any associated member of the protected series; and

3. Any protected series assignee of the protected series.

D. Solely by reason of being or acting as a protected series manager of a protected series of a series limited liability company, a person owes no duty to:

1. The series limited liability company;

2. Another protected series of the series limited liability company; or

3. Another person in that person's capacity as:

a. A member of the series limited liability company that is not an associated member of the protected series;

b. A protected series assignee or protected series manager of another protected series; or

c. An assignee of the series limited liability company.

E. An associated member of a protected series of a series limited liability company has the same rights as any other member of the series limited liability company to vote on or consent to an amendment to the series limited liability company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.

F. Sections 13.1-1042 through 13.1-1045 apply to a protected series in accordance with § 13.1-1094.

G. An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is under subdivision A 1 of § 13.1-1021.1 an agent for the series limited liability company with statutory power to bind the company.

2019, c. 636.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.6. Right of person not associated member of protected series to information concerning protected series.
A. A member of a series limited liability company that is not an associated member of a protected series of the series limited liability company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a manager of a manager-managed limited liability company has a right to information concerning the limited liability company under subsection B of § 13.1-1028 or other applicable law.

B. A person formerly an associated member of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a person dissociated as a member of a manager-managed limited liability company has a right to information concerning the limited liability company under subsection B of § 13.1-1028 or other applicable law.

C. If an associated member of a protected series dies, the legal representative of the deceased associated member has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that the legal representative of a deceased member has a right to information concerning the limited liability company under subsection B of § 13.1-1028 or other applicable law.

D. A protected series manager of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a manager of a manager-managed limited liability company has a right to information concerning the limited liability company under subsection B of § 13.1-1028 or other applicable law.

2019, c. 636.
Code of Virginia — 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.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.8. Claim seeking to disregard limitation of liability.
A. Except as otherwise provided in subsection B, a claim seeking to disregard a limitation in § 13.1-1099.7 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, that would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.

B. The failure of a series limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in subsection A of § 13.1-1099.7 but may be a ground to disregard a limitation in subsection B of § 13.1-1099.7.

C. This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in § 13.1-1099.7, if:

1. The claimant is a resident of the Commonwealth or transacting business or registered to transact business in the Commonwealth; or

2. The claim is to establish or enforce a liability arising under a law of the Commonwealth other than this chapter or from an act or omission in the Commonwealth.

2019, c. 636.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1099.9. Remedies of judgment creditor of associated member or protected series assignee.
Any provision of § 13.1-1041.1 that provides or restricts remedies available to a judgment creditor of a member of a limited liability company or owner of a membership interest of the series limited liability company applies to a judgment creditor of:

1. An associated member or protected series assignee of a protected series; or

2. A series limited liability company, to the extent the series limited liability company owns a protected series membership interest of a protected series.

2019, c. 636.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1100. 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 professional limited liability companies subject to this chapter shall be governed by the amendment or repeal.

1992, c. 574.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1101. Legislative purpose.
It is the legislative intent to provide for the association of a group of individuals and professional corporations, professional limited liability companies, or other business entities formed to provide professional services as a limited liability company to render the same professional service to the public for which those individuals or other business entities are required by law to be licensed or to obtain other legal authorization from the Commonwealth of Virginia.

1992, c. 574.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1101.1. Practice of certain professions by limited liability companies.
Unless otherwise prohibited by law or regulation, the professional services defined in subsection A of § 13.1-1102 may be rendered in this Commonwealth by:

1. A limited liability company organized as a professional limited liability company pursuant to the provisions of this chapter;

2. A foreign limited liability company that has obtained a certificate of authority pursuant to the provisions of this chapter;

3. A limited liability company organized pursuant to the provisions of Chapter 12 (§ 13.1-1000 et seq.) of this title; or

4. A foreign limited liability company that has obtained a certificate of authority pursuant to the provisions of Chapter 12 (§ 13.1-1000 et seq.) of this title.

2003, c. 678.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1103. Who may become a member.
One or more individuals or professional business entities (i) duly licensed or otherwise legally authorized to render the same professional services other than those of architects, professional engineers or land surveyors, or to use a title other than those of certified landscape architects or certified interior designers, of which at least one is duly licensed or otherwise legally authorized to render such professional services within the Commonwealth or (ii) complying with the provisions of § 13.1-1111 and duly licensed to render within the Commonwealth the professional services of architects, professional engineers or land surveyors, or legally authorized to use within the Commonwealth the title of certified landscape architects or certified interior designers, or any combination thereof, may become members of a limited liability company for pecuniary profit under the provisions of Chapter 12 (§ 13.1-1000 et seq.) of this title, for the sole and specific purpose of rendering the same and specific professional service, subject to any laws, not inconsistent with the provisions of this chapter, which are applicable to the practice of that profession in the limited liability company form.

1992, c. 574; 1994, c. 349; 1997, c. 133; 2000, c. 763.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1104. Use of initials "P.L.C.," "PLC," "P.L.L.C." or "PLLC" in company name.
Any professional limited liability company as defined in § 13.1-1102 may, but is not required to, use the initials "P.L.C.," "PLC," "P.L.L.C." or "PLLC," or the phrase "professional limited company," "a professional limited company," "professional limited liability company," or "a professional limited liability company," at the end of its limited liability company name. Such initials or phrase may be used in the place of any words or abbreviation required by subsection A of § 13.1-1012.

1992, c. 574; 1996, c. 265; 2002, c. 608; 2003, c. 592.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1105. Certificate of authority for foreign professional limited liability company.
A. Notwithstanding any other provision of this chapter, a foreign professional limited liability company, organized under the laws of a jurisdiction other than the Commonwealth of Virginia to perform a professional service of the type defined in § 13.1-1102, may apply for and obtain a certificate of authority to render those professional services in Virginia on the following terms and conditions:

1. Only members, managers, employees, and agents licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia.

2. The professional limited liability company must meet every requirement of this chapter except for the requirement that all of its members and managers be licensed to perform the professional service in this Commonwealth.

3. The powers of any foreign professional limited liability company admitted under this section shall not exceed the powers permitted to domestic professional limited liability companies under this chapter.

B. In order to qualify, a foreign professional limited liability company shall make application to the Commission as provided in § 13.1-1052 and shall make the application for and secure any certificate of authority, registration or registration certificate may be required by §§ 13.1-1111, 13.1-1112 or § 13.1-1113 and, in addition, shall be required to set forth the name and address of each member, manager, employee, and agent of the limited liability company who will be providing the professional service in this Commonwealth and whether those members, managers, employees, and agents are licensed, or otherwise legally qualified, to perform the professional service in Virginia.

1992, c. 574; 1996, c. 265.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1106. Merger with foreign professional limited liability company or foreign professional corporation.
Any limited liability company organized under this chapter may merge with one or more foreign professional limited liability companies that have obtained a certificate of registration to transact business in the Commonwealth pursuant to § 13.1-1105, or one or more foreign professional corporations that have obtained a certificate of authority to transact business in the Commonwealth pursuant to § 13.1-544.2, only if the professional limited liability companies and the professional corporations are organized to render the same professional services, provided that (i) the merger is permitted by the laws of the jurisdiction under which each such foreign professional limited liability company or foreign professional corporation is organized, (ii) if the surviving or new professional business entity is a professional limited liability company organized and operating under the laws of the Commonwealth, all of its members and managers shall be licensed or otherwise legally authorized to render the same professional service as the limited liability company, provided that if such service is that of architects, professional engineers, land surveyors or certified landscape architects, or any combination thereof, at least two-thirds of its membership interests shall be held by individuals or professional business entities that are licensed or otherwise legally authorized within the Commonwealth to render the applicable service, and (iii) if the surviving or new professional business entity is a professional corporation organized and operating under the laws of the Commonwealth, all of its shareholders shall be licensed or otherwise legally authorized to render the same professional service as the professional corporation, provided that if such service is that of architects, professional engineers, land surveyors or certified landscape architects, or any combination thereof, at least two-thirds of its shares shall be held by individuals who are licensed or otherwise legally authorized within the Commonwealth to render the applicable service.

1992, c. 574; 1994, c. 349; 2008, c. 509.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1107. How limited liability company may render professional services; nonprofessional employees and agents; members and managers need not be employees, etc.
No limited liability company organized under this chapter may render professional services except through its members, managers, employees, independent contractors, and agents who are duly licensed or otherwise legally authorized to render those professional services, and only members, managers, employees, independent contractors, and agents licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia. However, this provision shall not be interpreted to preclude clerks, secretaries, bookkeepers, technicians and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional service to the public for which a license or other legal authorization is required from acting as employees, managers and agents of a professional limited liability company and performing their usual duties or from acting as employees, independent contractors, managers or agents of a professional limited liability company. Nothing contained in this chapter shall be interpreted to require that the right of an individual to be a member or manager of a limited liability company organized under this chapter, or to organize that limited liability company, is dependent upon the present or future existence of an employment relationship between that individual and that limited liability company, or that individual's present or future active participation in any capacity in the production of the income of that limited liability company or in the performance of the services rendered by that limited liability company.

1992, c. 574; 1994, c. 349; 2003, c. 786.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1108. Professional law limited liability company may qualify as executor, administrator or in other fiduciary capacity.
A professional limited liability company engaged in the practice of law, as a part of the practice of law, may act as an executor, trustee or administrator of an estate, guardian for an infant, or in any other fiduciary capacity. Any member, manager, employee or agent of a professional limited liability company engaged in the practice of law who is duly licensed as an attorney in the Commonwealth may perform necessary fiduciary responsibilities on behalf of the professional limited liability company.

1992, c. 574.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1109. Professional relationships not affected; liability for debts, etc., of limited liability company, its members, managers, employees, and agents.
The provisions of this chapter shall not be construed to alter or affect the professional relationship between a person furnishing professional services and a person receiving that service either with respect to liability arising out of that professional service or the confidential relationship between the person rendering the professional service and the person receiving that professional service, if any, and all confidential relationships enjoyed under the laws of this Commonwealth, whether now in existence, or hereafter enacted, shall remain inviolate. A member, manager, agent or employee of a professional limited liability company shall not, by reason of being any member, manager, agent or employee of a professional limited liability company, be personally liable for any debts or claims against, or the acts or omissions of the professional limited liability company or of another member, manager, agent or employee of the professional limited liability company, but the professional limited liability company shall be liable for the acts or omissions of its members, managers, agents, employees and servants to the same extent to which any other limited liability company would be liable for the acts or omissions of its members, managers, agents, employees and servants while they are engaged in carrying on the limited liability company business.

1992, c. 574.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1110. Professional limited liability company not to engage in other business; investment of funds.
No professional limited liability company organized under this chapter may engage in any business other than the rendering of the professional services for which it was specifically organized; however, nothing in this chapter or in any other provisions of existing law applicable to limited liability companies shall be interpreted to prohibit that limited liability company from investing its funds in real estate, mortgages, stocks, bonds or any other type of investments, from owning real or personal property, or from exercising any other investment power granted to limited liability companies under this title and not in conflict with the provisions of this chapter.

1992, c. 574; 1996, c. 265.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1111. Qualifications of members and managers; special provisions for limited liability companies rendering service of architects, professional engineers, land surveyors and landscape architects, and using the title of certified interior designers.
Not less than two-thirds of the membership interests of a professional limited liability company rendering the services of architects, professional engineers, land surveyors, or landscape architects, or using the title of certified interior designers, or any combination thereof, shall be held by individuals duly licensed or professional business entities legally authorized to render the services of architects, professional engineers, land surveyors, or landscape architects, or by individuals or professional business entities legally authorized to use the title of certified interior designers, and the remainder of the membership interests may be held only by individuals who are employees of the professional limited liability company whether or not those employees are licensed to render professional services or authorized to use a title. For those professional limited liability companies using the title of certified interior designers and providing the services of architects, professional engineers or land surveyors, or any combination thereof, not less than two-thirds of the membership interests of the professional limited liability company shall be held by individuals who are duly licensed. No other professional limited liability company, except for a professional limited liability company engaged in the practice of accounting as described in § 13.1-1112, may have as a member anyone other than an individual or a professional business entity that is duly licensed or otherwise legally authorized to render the same professional services as those for which the professional limited liability company was organized.

As an additional prerequisite for a professional limited liability company's engaging in the practice of the professions of architecture, professional engineering, land surveying, or landscape architecture, or using the title of certified interior designer, or any combination thereof, that professional limited liability company shall secure a certificate of authority, which may be renewable and may be either general or limited, from the Board for Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects. The certificate of authority shall be issued or renewed by the Board when in its discretion the professional limited liability company is in compliance with rules and regulations which shall be promulgated by the Board consistent with its jurisdiction to provide adequate safeguards for the public's health, welfare and safety. The fees for a certificate of authority as described above shall be the same fees as provided for in Chapter 4 (§ 54.1-400 et seq.) of Title 54.1.

1992, c. 574; 1998, c. 27; 2000, cc. 191, 763; 2009, c. 309.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1112. Special provision for limited liability company engaged in practice of accounting.
Before any professional limited liability company may engage in the practice of accounting in this Commonwealth, it shall first obtain and maintain any registration required for that professional limited liability company by Chapter 44 (§ 54.1-4400 et seq.) of Title 54.1. Not less than fifty-one percent of the membership interests of a professional limited liability company rendering the services of accounting shall be held by individuals or professional business entities duly licensed or otherwise legally authorized to render the services of accounting, and the remainder of the membership interests may be held only by individuals who are employees of the professional limited liability company, whether or not those employees are licensed or otherwise authorized to render professional services.

1992, c. 574; 2000, c. 191.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1113. Registration certificate required for limited liability company engaged in practice of law.
Before any professional limited liability company may engage in the practice of law in this Commonwealth, it shall first obtain and maintain a registration certificate required for that professional limited liability company by Chapter 39 (§ 54.1-3900 et seq.) of Title 54.1.

1992, c. 574.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1114. Repealed.
Repealed by Acts 1994, c. 349.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1115. Transfer of membership interests.
A. No member of a professional limited liability company organized under this chapter may sell, assign in whole or in part, or otherwise transfer that member's membership interest in the professional limited liability company except to (i) the professional limited liability company, (ii) another individual or professional business entity that is eligible to be a member of that professional limited liability company, or (iii) a qualified charitable remainder trust as described in subsection B. In the case of a professional limited liability company rendering the services of architects, professional engineers, land surveyors and certified landscape architects, or any combination thereof, no person or professional business entity which is not duly licensed or otherwise legally authorized to render one of those services will be eligible unless at least two-thirds of the remaining membership interests after the sale or transfer are held by persons or professional business entities duly licensed or otherwise legally authorized to perform one of those services.

B. As used in this section, "qualified charitable remainder trust" means a trust meeting the requirements of § 664 of the United States Internal Revenue Code of 1986, as amended, and which meets all of the following conditions:

1. Has one or more current income beneficiaries, all of which are eligible to be members in the professional limited liability company under § 13.1-1103.

2. Has a trustee or independent special trustee who:

a. Is eligible to have a membership interest in the professional limited liability company under § 13.1-1103; and

b. Has exclusive authority over the membership interests while such interests are held in the trust.

3. Has one or more irrevocably designated charitable remaindermen, all of which must at all times be domiciled or maintain a local chapter in the Commonwealth of Virginia.

4. When transferring any assets during the term of the trust to charitable organizations, the distributions are made only to charitable organizations described in § 170(c) of the Internal Revenue Code that are domiciled or maintain a local chapter in this Commonwealth.

1992, c. 574; 1999, c. 100.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1116. Disqualification of member, manager, agent or employee.
If any member, manager, agent or employee of a professional limited liability company organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render those professional services within this Commonwealth, that member, manager, agent or employee shall immediately sever all employment with, and financial interests in, that professional limited liability company except that the member, manager, agent or employee may be a member subject to the provisions of this chapter. A professional limited liability company's failure to require compliance with this provision shall constitute a ground for the forfeiture of its articles of organization and the cancellation of its existence by the State Corporation Commission.

1992, c. 574; 2009, c. 201.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1118. Management.
Unless the articles of organization or an operating agreement provides for management of a professional limited liability company by a manager or managers, management of a professional limited liability company shall be vested in its members. If the articles of organization or an operating agreement provides for management of a professional limited liability company by a manager or managers, the manager shall be an individual or professional business entity duly licensed or otherwise legally authorized to render the same professional services within this Commonwealth that the professional limited liability company was organized for the purpose of rendering. Only members or managers duly licensed or otherwise legally authorized to render the same professional services within this Commonwealth shall supervise and direct the provision of professional services within this Commonwealth, or delegate to their agents, officers, and employees or delegate by a management agreement or another agreement with, or otherwise to, other persons managerial duties and tasks related to the professional limited liability company's operations.

1992, c. 574; 2007, c. 629.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1119. Repealed.
Repealed by Acts 2002, ch. 346.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1120. Income and property taxes.
All professional limited liability companies organized or qualifying under the provisions of this chapter shall be treated for income tax purposes under the provisions of Chapter 3 (§ 58.1-300 et seq.) of Title 58.1 in the manner determined under § 58.1-301, and property owned by professional limited liability companies shall be taxed in the actual form in which it may exist and not as capital.

1992, c. 574.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1121. Merger.
A professional limited liability company operating pursuant to the terms of this chapter may merge with one or more corporations, limited liability companies, or domestic partnerships only if the surviving corporation, limited liability company, or domestic partnership is a professional corporation, a professional limited liability company, or a domestic partnership all of the partners of which are professional corporations, professional limited liability companies, or individuals duly licensed or otherwise legally authorized to render the same professional services as those for which the surviving professional corporation, professional limited liability company or domestic partnership was incorporated or organized.

1992, c. 574; 1996, c. 265; 2008, c. 509.
Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1122. Application of Chapter 12 of this title.
The provisions of Chapter 12 (§ 13.1-1000 et seq.) of this title shall be applicable to professional limited liability companies organized under the provisions of this chapter. Where a conflict arises between the provisions found in Chapter 12 (§ 13.1-1000 et seq.) of this title and this chapter, this chapter shall control.

1992, c. 574.

Code of Virginia — Title 13.1 (Corporations), Chapter 13 (Virginia Professional Limited Liability Company Act)
§ 13.1-1123. Coordination with other provisions of Virginia Code.
For purposes of all sections of this Code other than sections in Chapter 7 (§ 13.1-542.1 et seq.) and in this chapter, whenever the term "professional corporation" is used, that term shall be deemed to include a professional limited liability company, and wherever the terms "shareholder," "employee," "officer" or "agent" are used, those terms shall be deemed to include, as appropriate, the terms member, manager, employee, and agent.

1992, c. 574; 2007, cc. 233, 639; 2022, c. 234.
Code of Virginia — Title 13.1 (Corporations), Chapter 14 (VIRGINIA BUSINESS TRUST ACT)
§ 13.1-1200. Short title.
This chapter shall be known as the Virginia Business Trust Act.

2002, c. 621.
Code of Virginia — Title 13.1 (Corporations), Chapter 14 (VIRGINIA BUSINESS TRUST ACT)
§ 13.1-1202. 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 to be filed with the Commission.

B. The document shall be one that this chapter requires or permits to be filed with the Commission.

C. The document shall contain the information required by this chapter. It may also contain other information.

D. The document shall be typewritten or printed. The typewritten or printed portion shall be in black. Photocopies, or other reproduced copies, of typewritten or printed documents may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality.

E. The document shall be in the English language. A business trust name need not be in English if written in English letters or Arabic or Roman numerals. The articles of trust, duly authenticated by the official having custody of the applicable records in the state or other jurisdiction under whose law the business trust is formed, which are required of each foreign business trust, need not be in English if accompanied by a reasonably authenticated English translation.

F. The document shall be signed in the name of the domestic or foreign business trust:

1. By a trustee or by an officer of the business trust;

2. If the business trust has not been formed, by the person forming the business trust; or

3. If the business trust is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

G. The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he executes the document. Any signature may be a facsimile.

H. If, pursuant to any provision of this chapter, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.

I. The document shall be delivered to the Commission for filing and shall be accompanied by the required filing fee and any registration fee required by this chapter.

J. The Commission may accept the electronic filing of any information required or permitted to be filed by this chapter and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information.

2002, c. 621; 2013, c. 25.