dcrodriguez/Code-of-Virginia huggingface dataset:
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1017. Resignation of registered agent.
A. A registered agent may resign as agent for the domestic or foreign limited liability company by signing and filing with the Commission a statement of resignation stating (i) the name of the limited liability company or foreign limited liability company, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the domestic or foreign limited liability company. The statement of resignation shall be accompanied by a certification that the registered agent will have a copy of the statement mailed to the principal office of the domestic or foreign limited liability company by certified mail on or before the business day following the day on which the statement is filed. When the statement of resignation takes effect, the registered office is also discontinued.

B. A statement of resignation takes effect on the earlier of (i) 12:01 a.m. on the thirty-first day after the date on which the statement was filed with the Commission or (ii) the date on which a statement of change to appoint a registered agent is filed, in accordance with § 13.1-1016, with the Commission.

1991, c. 168; 2010, c. 434; 2021, Sp. Sess. I, c. 487.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 permitted by law to be served on the limited liability company. The registered agent may by instrument in writing, acknowledged before a notary public, designate a natural person or persons in the office of the registered agent upon whom any such process, notice or demand may be served. Whenever any such person accepts service of process, a photographic copy of such instrument shall be attached to the return.

B. Whenever a domestic or foreign limited liability company fails to appoint or maintain a registered agent in this Commonwealth, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the limited liability company upon whom service may be made in accordance with § 12.1-19.1.

C. This section does not prescribe the only means, or necessarily the required means, of serving a domestic or foreign limited liability company.

1991, c. 168; 2001, cc. 517, 541.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1018.1. Change of principal office.
A. A limited liability company or a foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) may change its principal office upon filing in the office of the Commission a statement of change on a form supplied by the Commission that sets forth:

1. The name of the limited liability company or foreign limited liability company;

2. The address of its current principal office; and

3. The post office address, including the street and number, if any, of the new principal office.

B. A statement of change shall forthwith be delivered to the Commission for filing by a domestic limited liability company or a foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) whenever the address of its principal office ceases to be the office at which the principal executive offices of the domestic or foreign limited liability company are located.

2009, c. 450; 2016, c. 288.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 limited liability company, regardless of whether the limited liability company has a single member or multiple members, shall have any personal obligation for any liabilities of a limited liability company, whether such liabilities arise in contract, tort or otherwise, solely by reason of being a member, manager, organizer or agent of a limited liability company. For the purposes of this section, a person to whom the rights of a member or manager are delegated as provided in § 13.1-1022 or § 13.1-1024 shall be deemed an agent of a limited liability company.

1991, c. 168; 2004, c. 601; 2006, c. 912; 2015, c. 627.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 a limited liability company, except where (i) the object is to enforce a member's right against or liability to the limited liability company or (ii) as provided in Article 8 (§ 13.1-1042 et seq.) of this chapter.

1991, c. 168; 2007, cc. 233, 639.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 acquired vests in the limited liability company.

1991, c. 168.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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. An act of a member, including the signing of an instrument in the limited liability company name, for apparently carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company, binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority; and

3. An act of a member which is not apparently for carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company binds the limited liability company only if the act was authorized by the other members in accordance with § 13.1-1022.

B. Subject to subsection C, in a manager-managed limited liability company:

1. If the articles of organization specify that the limited liability company is to be managed by a manager or managers, a member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member;

2. Each manager is an agent of the limited liability company for the purpose of its business;

3. An act of a manager, including the signing of an instrument in the limited liability company name, for apparently carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company, binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority; and

4. An act of a manager which is not apparently for carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company binds the company only if the act was authorized in accordance with § 13.1-1024.

C. Unless the articles of organization limit their authority, any member in a member-managed limited liability company, or any manager in a manager-managed limited liability company, may sign and deliver any instrument transferring or affecting the limited liability company's interest in real property, which instrument shall be conclusive in favor of a person who gives value without knowledge of the lack of authority of the person signing and delivering the instrument.

1995, c. 168.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 liability company, the conduct of its business and the relations of its members. A limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement. An operating agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business to the extent that such provisions are not inconsistent with the laws of the Commonwealth or the articles of organization. An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth in the operating agreement.

2. If a limited liability company has only one member, an operating agreement shall be deemed to include:

a. Any writing signed by the member, without regard to whether the writing constitutes an agreement, that relates to the affairs of the limited liability company and the conduct of its business.

b. Any agreement, regardless of whether the agreement is in writing, between the member and the limited liability company, that relates to the affairs of the limited liability company and the conduct of its business, provided that the limited liability company has a manager that is a person other than the member.

B. Adoption and amendment.

1. An operating agreement must initially be agreed to by all of the members. Unless the articles of organization or a written operating agreement specifically requires otherwise, an operating agreement need not be in writing.

2. If the articles of organization or an operating agreement does not provide for the manner by which an operating agreement may be amended, then all of the members must agree to any amendment of an operating agreement.

3. If the articles of organization or the operating agreement provide for the manner by which an operating agreement may be amended, including by requiring the approval of a person who is not a party to the operating agreement or requiring the satisfaction of conditions, an operating agreement may be amended only in that manner or as otherwise permitted by law; provided that (i) the approval of any person may be waived by that person and (ii) any conditions may be waived by all persons for whose benefit the conditions were intended.

C. Enforcement of operating agreement.

1. A court of equity may enforce an operating agreement by injunction or by such other relief that the court in its discretion determines to be fair and appropriate in the circumstances.

2. As an alternative to injunctive or other equitable relief, when the provisions of § 13.1-1047 are applicable, the court may order dissolution of the limited liability company.

1991, c. 168; 1993, c. 113; 1997, c. 190; 2005, c. 255; 2009, c. 763; 2012, c. 706.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and

2. At the time or upon the happening of events specified in the operating agreement, a member or manager shall be subject to specified penalties or specified consequences.

The specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in subsection D of § 13.1-1027.

B. In the articles of organization, in writing in an operating agreement or in another writing, a member or manager may consent to or be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of the Commonwealth, or the exclusivity of arbitration in a specified jurisdiction of the Commonwealth, and to be served with legal process in a manner prescribed in the articles of organization, an operating agreement, or other writing.

2003, c. 340; 2004, c. 601.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 of the limited liability company.

B. Unless a manager has knowledge or information concerning the matter in question that makes reliance unwarranted, a manager is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

1. One or more managers or employees of the limited liability company whom the manager believes, in good faith, to be reliable and competent in the matters presented;

2. Legal counsel, public accountants, or other persons as to matters the manager believes, in good faith, are within the person's professional or expert competence; or

3. A committee of the managers of which the manager is not a member if the manager believes, in good faith, that the committee merits confidence.

C. A person alleging a violation of this section has the burden of proving the violation.

D. For the purposes of this section only, the term "manager" shall be deemed to include any member that is participating in the management of the limited liability company.

1992, c. 574.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 limited liability company, the damages assessed against a manager or member arising out of a single transaction, occurrence or course of conduct shall not exceed the lesser of:

1. The monetary amount, including the elimination of liability, specified in writing in the articles of organization or an operating agreement as a limitation on or elimination of the liability of the manager or member; or

2. The greater of (i) $100,000 or (ii) the amount of cash compensation received by the manager or member from the limited liability company during the twelve months immediately preceding the act or omission for which liability was imposed; however, the cash compensation of a manager or member shall not be deemed to include amounts constituting distributions for the purposes of § 13.1-1035.

B. The liability of a manager or member shall not be limited as provided in this section to the extent otherwise provided in writing in the articles of organization or an operating agreement, or if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.

C. No limitation on or elimination of liability adopted pursuant to this section may be affected by any amendment of the articles of organization or operating agreement with respect to any act or omission occurring before such amendment.

1991, c. 168; 1992, c. 574; 2002, c. 288.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 the limited liability company and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a member or manager.

1991, c. 168.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1028. Information and records.
A. Each limited liability company shall, at its discretion, either (i) keep at its principal office or (ii) provide each member access as an electronic record, as defined in § 13.1-603, on a network or system to the following:

1. A current list of the full name and last known business address of each member, in alphabetical order;

2. A copy of the articles of organization and the certificate of organization, and all articles of amendment and certificates of amendment thereto;

3. Copies of the limited liability company's federal, state and local income tax returns and reports, if any, for the three most recent years;

4. Copies of any then-effective written operating agreement and of any financial statements of the limited liability company for the three most recent years; and

5. Unless contained in a written operating agreement, a writing setting out:

a. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute;

b. The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made;

c. Any right of a member to receive, or of the limited liability company to make, distributions to a member which include a return of all or any part of the member's contribution; and

d. Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.

B. Each member has the right, upon reasonable request, to:

1. Inspect and copy any of the limited liability company records required to be maintained by this section; and

2. Obtain from the manager or managers, or if the limited liability company has no manager or managers, from any member or other person with access to such information, from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited liability company, (ii) promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited liability company, except to the extent the information demanded is unreasonable or otherwise improper under the circumstances.

C. Notwithstanding the provisions of subsections A and B, the rights of a member to obtain information as provided in such subsections may be restricted in writing in an original operating agreement or any subsequent written amendment to an operating agreement approved or adopted by all of the members and in compliance with any applicable requirements of the operating agreement.

1991, c. 168; 1992, c. 574; 2001, c. 548; 2002, c. 288; 2016, c. 287.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 writing in the articles of organization or an operating agreement. If the articles of organization or an operating agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the limited liability company records required to be kept pursuant to § 13.1-1028, of the contributions made by each member to the extent they have been received by the limited liability company.

1991, c. 168; 1995, c. 168; 1997, c. 190.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 provided in writing in the articles of organization or an operating agreement. If the articles of organization or an operating agreement do not so provide in writing, distributions shall be made on the basis of the value, as stated in the limited liability company records required to be kept pursuant to § 13.1-1028, of the contributions made by each member to the extent they have been received by the limited liability company.

1991, c. 168; 1995, c. 168; 1997, c. 190.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 to the extent and at the times or upon the happening of the events specified in the articles of organization or an operating agreement.

1991, c. 168; 1996, c. 265.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 agreement.

1991, c. 168; 1995, c. 168.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1033. Repealed.
Repealed by Acts 1995, c. 168.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in writing in the articles of organization or an operating agreement, a member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to him or it exceeds a percentage of that asset which his or its membership interest constitutes of all membership interests in the limited liability company.

1991, c. 168.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 be able to pay its debts as they became due in the usual course of business; or

2. The limited liability company's total assets would be less than the sum of its total liabilities plus, unless the articles of organization or an operating agreement permits otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members whose preferential rights are superior to the rights of members receiving the distribution.

B. The limited liability company may base a determination that a distribution is not prohibited under subsection A of this section either on:

1. Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or

2. A fair valuation or other method that is reasonable in the circumstances.

C. The effect of a distribution under subsection A of this section is measured as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or (ii) the date the payment is made if it occurs more than 120 days after the date of authorization.

D. [Repealed.]

E. For the purposes of this section, the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.

F. This section shall not apply to distributions in liquidation under Article 9 (§ 13.1-1046 et seq.) of this chapter.

1991, c. 168; 1992, c. 574; 2001, c. 548; 2009, c. 763.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 this chapter, then the member is liable to the limited liability company for a period of two years thereafter for the amount of the distribution wrongfully made.

1991, c. 168; 2009, c. 763.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 to, a creditor of the limited liability company with respect to the distribution.

1991, c. 168.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 member's share of the profits and losses of the limited liability company and the member's right to receive distributions.

1991, c. 168; 2006, c. 912.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 or in part. An assignment of an interest in a limited liability company does not of itself dissolve the limited liability company. Except as provided in subsection A of § 13.1-1040, an assignment does not entitle the assignee to participate in the management and affairs of the limited liability company or to become or to exercise any rights of a member. Unless otherwise provided in the articles of organization or an operating agreement, such an assignment entitles the assignee to receive, to the extent assigned, only any share of profits and losses and distributions to which the assignor would be entitled.

B. Unless otherwise provided in the articles of organization or an operating agreement, a membership interest in a limited liability company may be evidenced by a certificate of interest issued by the limited liability company. The articles of organization or an operating agreement may provide for the assignment or transfer of any interest represented by such a certificate and make other provisions with respect to such certificates.

1991, c. 168; 1992, c. 574; 1998, c. 432; 2006, c. 912; 2013, c. 772.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 company may become a member only by the consent of a majority of the member-managers (other than the assignor member) of a manager-managed limited liability company of which one or more members is a manager, or by a majority vote of the members (other than the assignor member) of any other limited liability company.

B. An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and this chapter. An assignee who becomes a member also is liable for any obligations of his assignor to make contributions and return distributions as provided in Articles 5 (§ 13.1-1022 et seq.) and 6 (§ 13.1-1029 et seq.) of this chapter. However, an assignee who becomes a member is not obligated for liabilities of the assignor unknown to him at the time he or it became a member.

C. If an assignee of an interest in a limited liability company becomes a member, the assignor is not released from his liability under §§ 13.1-1027 and 13.1-1036 to the limited liability company.

1991, c. 168; 1994, c. 348; 1995, c. 168; 1997, c. 190.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 by the dissociated member or the former member's successor in interest. The former member or successor in interest shall continue to hold a membership interest and shall have the same rights that an assignee of the membership interest would have under subsection A of § 13.1-1039.

B. Except as provided in the articles of organization or an operating agreement, the dissociation of a member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and, upon the occurrence of any such event, the limited liability company shall be continued without dissolution.

2000, c. 581; 2006, c. 912.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1041. Repealed.
Repealed by Acts 2004, c. 601.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of the interest.

B. A charging order constitutes a lien on the judgment debtor's transferable interest in the limited liability company.

C. This chapter does not deprive a member or a member's assignee of a right under exemption laws with respect to the judgment debtor's interest in the limited liability company.

D. The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or of a member's assignee may satisfy a judgment out of the judgment debtor's transferable interest in the limited liability company.

E. No creditor of a member or of a member's assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited liability company.

2004, c. 601; 2006, c. 912.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1042. Right of action; standing; condition precedent; stay of proceeding.
A. A member shall not commence or maintain a derivative proceeding unless the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company and is a proper plaintiff pursuant to § 13.1-1043.

B. No member may commence a derivative proceeding until:

1. A written demand has been made on the limited liability company to take suitable action; and

2. Ninety days have expired from the date delivery of the demand was made unless (i) the member has been notified before the expiration of 90 days that the demand has been rejected by the limited liability company or (ii) irreparable injury to the limited liability company would result by waiting until the end of the 90-day period.

C. If the limited liability company commences a review and evaluation of the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.

1991, c. 168; 2011, c. 379.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 the time of the transaction of which he or it complains or (ii) his or its status as a member shall have devolved upon him or it by operation of law or pursuant to the terms of the articles of organization or an operating agreement from a person who was a member at the time of the transaction.

1991, c. 168.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 manager with the authority to do so or the reasons for not making the effort.

1991, c. 168.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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, compromise or settlement of an action or claim, except as hereinafter provided, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct the plaintiff to remit to the limited liability company the remainder of those proceeds received by him or it. On termination of the derivative action, the court may require the plaintiff to pay any defendant's reasonable expenses, including reasonable attorney's fees, incurred in defending the action if it finds that the action was commenced without reasonable cause or the plaintiff did not fairly and adequately represent the interests of the members and the limited liability company in enforcing the right of the limited liability company.

1991, c. 168.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1046. Dissolution; generally.
A limited liability company organized under this chapter is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events:

1. At the time or on the happening of any events specified in writing in the articles of organization or an operating agreement;

2. Upon the unanimous written consent of the members;

3. The entry of a decree of judicial dissolution under § 13.1-1047;

4. Automatic cancellation of its existence pursuant to § 13.1-1050.2; or

5. Involuntary cancellation of its existence pursuant to § 13.1-1050.3.

1991, c. 168; 1994, c. 348; 1995, c. 168; 1996, c. 265; 1997, c. 190; 1998, c. 432; 2000, c. 581; 2001, c. 548; 2008, cc. 108, 588, 770; 2009, c. 167.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 located may decree dissolution of a limited liability company if it is not reasonably practicable to carry on the business in conformity with the articles of organization and any operating agreement.

B. When the winding up of the affairs of the limited liability company has been completed, the court shall so advise the Commission, which shall enter an order of cancellation of the limited liability company's existence.

1991, c. 168; 2008, c. 108.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1047.1. Waiver of cancellation.
Except in the case of an event of dissolution described in subdivision 4 or 5 of § 13.1-1046, at any time after the dissolution of a limited liability company and before the winding up of its business is completed, all of the members may waive the right to have the limited liability company's business wound up and its existence canceled. In that event:

1. The limited liability company resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the limited liability company or a member after the dissolution and before the waiver is determined as if dissolution had never occurred; and

2. The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.

2012, c. 706.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1048. Winding up.
A. The winding up of a limited liability company shall be completed when all debts, liabilities, and obligations of the limited liability company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited liability company have been distributed to the members.

B. Unless otherwise provided in the articles of organization or an operating agreement, upon the dissolution of a limited liability company, the members may wind up the limited liability company's affairs; however, the circuit court of the locality in which the registered office of the limited liability company is located, on cause shown, may wind up the limited liability company's affairs on application of any member, his legal representative, or assignee, and in connection therewith, may appoint one or more liquidating trustees.

C. Upon dissolution of a limited liability company and until the effective date of a certificate of cancellation issued pursuant to § 13.1-1050, the liquidating trustees, in the name and on behalf of the limited liability company, may (i) prosecute and defend suits, whether civil, criminal or administrative, (ii) wind up the limited liability company's business, (iii) dispose of and convey the limited liability company's property, (iv) discharge or make reasonable provision for the limited liability company's liabilities, and (v) distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and without imposing the liability of a general partner on a liquidating trustee.

1991, c. 168; 1995, c. 168; 2002, c. 288; 2004, c. 601; 2006, c. 748; 2008, c. 108.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than for distributions to members under § 13.1-1031;

2. Unless otherwise provided in the articles of organization or an operating agreement, to members and former members in satisfaction of liabilities for distributions under § 13.1-1031; and

3. Unless otherwise provided in the articles of organization or an operating agreement, to members first for the return of their contributions and second with respect to their interests in the limited liability company, in the proportions in which the members share in distributions.

1991, c. 168; 1996, c. 265.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 limited liability company shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:

1. Provide a reasonable description of the claim that the claimant may be entitled to assert;

2. State whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness;

3. Provide a mailing address where a claim may be sent;

4. State a deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim shall be delivered to the dissolved limited liability company; and

5. State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not delivered by the deadline.

C. A claim against the dissolved limited liability company is barred to the extent that it is not admitted:

1. If the dissolved limited liability company delivered written notice to the claimant in accordance with subsection B and the claimant does not deliver written confirmation of the claim to the dissolved limited liability company by the deadline; or

2. If the dissolved limited liability company delivered written notice to the claimant that its claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within 90 days from the effective date of such notice.

D. For purposes of this section, "claim" does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B.

E. If a liability exists but the full extent of any damages is or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing, and the court having jurisdiction of such claim may continue such proceeding during its pendency if it appears that further damages are or still may be occurring.

2004, c. 601; 2009, c. 763.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 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 present them in accordance with the notice.

B. The notice shall:

1. Be published one time in a newspaper of general circulation in the city or county where the dissolved limited liability company's principal office, or, if none in the Commonwealth, its registered office, is or was last located;

2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

3. State that a claim against the dissolved limited liability company will be barred unless a proceeding to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations or three years after the date of publication of the notice.

C. If the dissolved limited liability company publishes a newspaper notice in accordance with subsection B, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company prior to the earlier of the expiration of any applicable statute of limitations or three years after the publication date of the newspaper notice:

1. A claimant who was not given written notice under § 13.1-1049.1;

2. A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; and

3. A claimant whose claim does not meet the definition of a claim in subsection D of § 13.1-1049.1.

D. A claim that is not barred by subsection C of § 13.1-1049.1 or subsection C of § 13.1-1049.2 may be enforced:

1. Against the dissolved limited liability company, to the extent of its undistributed assets; or

2. Except as provided in subsection D of § 13.1-1049.3, if the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member's pro rata share of the claim or the limited liability company assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.

2006, c. 912.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1049.3. Court proceedings.
A. A dissolved limited liability company that has complied with the notice requirements of § 13.1-1049.2 may file an application with the circuit court of the city or county where the dissolved limited liability company's principal office, or, if none in the Commonwealth, its registered office, is or was last located for a determination of the amount and form of security to be provided for payment of claims that (i) are contingent or have not been made known to the dissolved limited liability company or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved limited liability company, are reasonably estimated to arise after the effective date of dissolution or (ii) are based on a liability the ultimate maturity of which is more than 60 days after delivery of written notice to the claimant pursuant to subsection B of § 13.1-1049.1. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of § 13.1-1049.2.

B. Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved limited liability company to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved limited liability company.

C. The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited liability company.

D. Provision by the dissolved limited liability company for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved limited liability company's obligations with respect to claims that do not meet the definition of a claim in subsection D of § 13.1-1049.1, and such claims may not be enforced against a member who received assets in liquidation.

2006, c. 912; 2009, c. 763.
Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1050. Articles of cancellation.
A. When the affairs of a limited liability company have been wound up pursuant to § 13.1-1048, it shall file articles of cancellation with the Commission. The articles shall set forth:

1. The name of the limited liability company;

2. The identification number issued by the Commission to the limited liability company;

3. The effective date of its certificate of organization;

4. A statement that the limited liability company has completed the winding up of its affairs; and

5. Any other information the members determine to include therein, including the reason for filing the articles of cancellation.

B. If the Commission finds that the articles of cancellation comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of cancellation, canceling the limited liability company's existence. Upon the effective date of such certificate, the existence of the limited liability company shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members as provided in this chapter.

1991, c. 168; 2006, c. 748; 2008, c. 108; 2013, c. 17.

Code of Virginia — Title 13.1 (Corporations), Chapter 12 (VIRGINIA LIMITED LIABILITY COMPANY ACT)
§ 13.1-1050.1. Repealed.
Repealed by Acts 2008, c. 108, cl. 2, effective April 1, 2009.