reglab/housing_qa huggingface dataset:
VA Code § 13.1-1099.12 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.12. Winding up dissolved protected series; voluntary cancellation

A. Subject to subsection B and in accordance with § 13.1-1094:1. A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its affairs under Article 9 (§ 13.1-1046 et seq.); and2. Judicial supervision or other judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, and under the same conditions that apply under Article 9 (§ 13.1-1046 et seq.) in the winding up of a limited liability company.B. When the affairs of a protected series have been wound up, the series limited liability company that established the protected series shall deliver to the Commission for filing a statement of designation cancellation setting forth:1. The name of the protected series;2. The identification number issued by the Commission to the protected series;3. The name of the series limited liability company that established the protected series;4. The effective date of the certificate of protected series designation;5. A statement that the protected series has completed the winding up its affairs; and6. Any other information that the associated members of the protected series determine to include therein, including the reason for the filing of the statement of designation cancellation.C. If the Commission finds that the statement of designation cancellation complies with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of designation cancellation, canceling the protected series' existence. Upon the effective date of such certificate, the existence of the protected series shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members as provided in this chapter.D. A series limited liability company does not complete its winding up until each of its protected series has completed its winding up.2019, c. 636.
VA Code § 13.1-1099.13 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.13. Waiver of cancellation upon dissolution; reinstatement of series limited liability company

A. If after dissolution the members of a series limited liability company waive the right to have the series limited liability company's affairs wound up and its existence canceled:1. Each protected series of the series limited liability company ceases winding up; and2. The provisions of § 13.1-1047.1 stating the results of the waiver apply to each protected series of the series limited liability company in accord with § 13.1-1094.B. A protected series that has ceased to exist may have its existence reinstated in accordance with § 13.1-1050.4 as if it were a limited liability company, provided that the series limited liability company that established the protected series is in existence.2019, c. 636.
VA Code § 13.1-1099.14 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.14. Protected series may not be party to entity transaction

A protected series may not:1. Be a party to a merger;2. Convert to a different type of entity;3. Domesticate as a protected series under the laws of a foreign jurisdiction; or4. Be a party to or be formed, organized, established, or created in a transaction substantially like an interest exchange, a conversion, or a domestication.2019, c. 636; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-1099.15 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.15. Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company

A. A series limited liability company may not:1. Convert to a different type of entity;2. Domesticate as a foreign limited liability company pursuant to the provisions of Article 14 (§ 13.1-1074 et seq.); or3. Except as otherwise provided in § 13.1-1099.16, be a party to or the surviving company of a merger.B. A foreign series limited liability company may not domesticate as a Virginia limited liability company pursuant to the provisions of Article 14 (§ 13.1-1074 et seq.).2019, c. 636.
VA Code § 13.1-1099.16 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.16. Merger authorized; parties restricted

A series limited liability company may be party to a merger in accordance with Article 13 (§ 13.1-1069.1 et seq.), this section, and §§ 13.1-1099.17 through 13.1-1099.20 only if:1. Each party to the merger is a limited liability company; and2. The surviving company is not created in the merger.2019, c. 636.
VA Code § 13.1-1099.17 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.17. Plan of merger

In a merger under § 13.1-1099.16, the plan of merger shall:1. Comply with § 13.1-1070;2. Include the manner and basis of converting the protected series membership interests in the canceled protected series in the manner set forth in subdivisions C 4 and 5 of § 13.1-1070; and3. State:a. For any protected series of a non-surviving series limited liability company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and canceled;b. For any protected series of the surviving series limited liability company that exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and canceled;c. For each relocated protected series, its new name; andd. For any protected series to be established by the surviving company as a result of the merger, the name of the protected series and the post office address of its principal office.2019, c. 636.
VA Code § 13.1-1099.18 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.18. Articles of merger

In a merger under § 13.1-1099.16, the articles of merger shall:1. Comply with § 13.1-1072 and include a plan of merger that complies with the provisions of § 13.1-1099.17;2. Be accompanied by the following records, each to become effective when the merger becomes effective:a. For a protected series of a merging company being canceled as a result of the merger, a statement of designation cancellation;b. For a protected series of a non-surviving company which after the merger will be a relocated protected series:(1) A statement of relocation that contains the name of the non-surviving company and the name of the protected series before and after the merger; and(2) A statement of protected series designation; andc. For a protected series being established by the surviving company as a result of the merger, a statement of protected series designation; and3. A statement presented with articles of merger pursuant to this section may be filed with the Commission without payment of the fee specified in § 13.1-1005.2019, c. 636.
VA Code § 13.1-1099.19 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.19. Effect of merger

When a merger under § 13.1-1099.16 becomes effective, in addition to the effects stated in § 13.1-1073:1. As provided in the plan of merger, each protected series of each merging company which was established before the merger:a. Is a relocated protected series or continuing protected series; orb. Is dissolved, wound up, and canceled;2. Any protected series to be established as a result of the merger is established;3. Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;4. All property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;5. All debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;6. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;7. The new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;8. If provided in the plan of merger:a. A person becomes an associated member or protected series assignee of a relocated protected series or continuing protected series;b. A person becomes an associated member of a protected series established by the surviving company as a result of the merger;c. Any change in the rights or obligations of a person in the person's capacity as an associated member or protected series assignee of a relocated protected series or continuing protected series takes effect; andd. Any consideration to be paid to a person that before the merger was an associated member or protected series assignee of a relocated protected series or continuing protected series is due; and9. Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.2019, c. 636.
VA Code § 13.1-1099.20 (2021)
2021 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; andb. 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.
VA Code § 13.1-1099.22 (2021)
2021 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; and2. 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.
VA Code § 13.1-1099.24 (2021)
2021 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; andb. 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; and2. 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; andb. 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; or2. Bring a separate proceeding in the tribunal to enforce subsection A.2019, c. 636.
VA Code § 13.1-1099.25 (2021)
2021 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.
VA Code § 13.1-1099.26 (2021)
2021 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.
VA Code § 13.1-1099.27 (2021)
2021 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.
VA Code § 13.1-1100 (2021)
2021 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.
VA Code § 13.1-1101 (2021)
2021 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.
VA Code § 13.1-1101.1 (2021)
2021 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; or4. 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.
VA Code § 13.1-1103 (2021)
2021 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.
VA Code § 13.1-1104 (2021)
2021 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.
VA Code § 13.1-1105 (2021)
2021 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.