reglab/housing_qa huggingface dataset:
VA Code § 13.1-1095 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1095. Protected series designation; amendment

A. A limited liability company may establish a protected series. A proposal to establish a protected series shall be approved by the affirmative vote or consent of all members.B. To establish a protected series, a limited liability company shall deliver to the Commission for filing a statement of protected series designation setting forth:1. The name of the limited liability company;2. The name of the protected series being established;3. The post office address of the principal office of the protected series; and4. A statement that the establishment of the protected series was approved by the affirmative vote or consent of all members of the limited liability company.C. If the Commission finds that the statement of protected series designation complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of protected series designation.D. A series limited liability company may amend a statement of a protected series designation that has not been canceled. For an amendment to a statement of protected series designation to be adopted, the amendment shall be approved by the affirmative vote or consent of all members.E. To amend a statement of protected series designation, a series limited liability company shall deliver to the Commission for filing a statement of designation change setting forth:1. The name of the series limited liability company;2. The name of the protected series to which the designation change applies;3. The text of each change to the statement of protected series designation; and4. A statement that the amendment was approved by the affirmative vote or consent of all members of the series limited liability company.F. If the Commission finds that the statement of protected series designation change complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of designation change.G. Notwithstanding subsection D, a series limited liability company may change the address of the principal office of a protected series of the series limited liability company on the records of the Commission by filing a statement of change pursuant to § 13.1-1018.1, except that the statement of change shall also set forth the name of the protected series and, in lieu of the address of the current and new principal office of the series limited liability company, the address of the current and new principal office of the protected series.2019, c. 636.
VA Code § 13.1-1096 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1096. Name

A. Except as otherwise provided in subsection B, the name of a protected series shall comply with the provisions of § 13.1-1012.B. The name of a protected series of a series limited liability company shall:1. Begin with the name of the series limited liability company, including any words or abbreviation required by subsection A of § 13.1-1012 to designate that the series limited liability company is a limited liability company; and2. Contain the phrase "protected series" or the abbreviation "P.S." or "PS."C. If a series limited liability company changes its name, the series limited liability company shall deliver to the Commission for filing a statement of designation change for each protected series of the series limited liability company pursuant to subsection D of § 13.1-1095.2019, c. 636; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-1097 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1097. Registered office and registered agent

A. The registered office and registered agent in the Commonwealth for a series limited liability company are the registered office and registered agent in the Commonwealth for each protected series of the series limited liability company.B. A person that ceases to be the registered agent for a series limited liability company ceases to be the registered agent for each protected series of the series limited liability company.C. A person that ceases to be the registered agent for a protected series of a series limited liability company, other than a protected series that has been canceled, ceases to be the registered agent of the series limited liability company and of any other protected series of the series limited liability company.D. Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to distinguish between a process, notice, demand, or other record concerning the series limited liability company and a process, notice, demand, or other record concerning a protected series of the series limited liability company.2019, c. 636.
VA Code § 13.1-1098 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1098. Service of process, notice, or demand

A. A protected series of a series limited liability company may be served with any process, notice, or demand required or permitted by law by:1. Serving the series limited liability company that established the protected series;2. Serving the registered agent of the protected series; or3. Other means authorized by any law of the Commonwealth other than as specified in this article.B. Service of process, notice, or demand on a series limited liability company is notice to each protected series of the series limited liability company of service of the process, notice, or demand and the contents thereof.C. Service of process, notice, or demand on a protected series of a series limited liability company is notice to the series limited liability company and any other protected series of the series limited liability company of service of the process, notice, or demand and the contents thereof.D. Service of process, notice, or demand on a foreign series limited liability company is notice to each foreign protected series of the foreign series limited liability company of the process, notice, or demand and the contents thereof.E. Service of a process, notice, or demand on a foreign protected series of a foreign series limited liability company is notice to the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company of service of the process, notice, or demand and the contents thereof.2019, c. 636.
VA Code § 13.1-1099 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099. Effectiveness of notice

Notice to a person under subsection B, C, D, or E of § 13.1-1098 is effective against the person whether or not the process, notice, or demand identifies the person if the process, notice, or demand identifies the person so long as the process, notice, or demand names as a party and identifies:1. The series limited liability company or a protected series of the series limited liability company; or2. The foreign series limited liability company or a foreign protected series of the foreign series limited liability company.2019, c. 636.
VA Code § 13.1-1099.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.1. Annual registration fees

The Commission shall assess and collect from each protected series and each foreign protected series whose existence or registration to transact business in Virginia has not been canceled an annual registration fee in accordance with Article 11 (§ 13.1-1061 et seq.). The provisions of §§ 13.1-1050.2, 13.1-1056.1, and 13.1-1066 shall apply to each protected series and each foreign protected series, as the case may be.2019, c. 636.
VA Code § 13.1-1099.2 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.2. Associated assets

A. Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the series limited liability company.B. An asset of a protected series is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:1. Identify the asset and distinguish it from any other assets of the protected series, any assets of the series limited liability company, and any assets of any other protected series of the series limited liability company;2. Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and3. If the protected series acquired the asset from the series limited liability company or another protected series of the series limited liability company, determine any consideration paid, the payor, and the payee.C. An asset of a series limited liability company is an associated asset of the series limited liability company only if the series limited liability company creates and maintains records that state the name of the series limited liability company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:1. Identify the asset and distinguish it from any other assets of the series limited liability company and any assets of any protected series of the series limited liability company;2. Determine when and from what person the series limited liability company acquired the asset or how the asset otherwise became an asset of the series limited liability company; and3. If the series limited liability company acquired the asset from a protected series of the series limited liability company, determine any consideration paid, the payor, and the payee.D. The records and recordkeeping required by subsections B and C may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.E. To the extent permitted by the law of the Commonwealth other than this article, a series limited liability company or a protected series of the series limited liability company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that:1. A protected series shall not hold an associated asset in the name of the series limited liability company or another protected series of the series limited liability company; and2. The series limited liability company may not hold an associated asset in the name of a protected series of the series limited liability company.2019, c. 636.
VA Code § 13.1-1099.3 (2021)
2021 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; and3. 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.
VA Code § 13.1-1099.4 (2021)
2021 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.
VA Code § 13.1-1099.5 (2021)
2021 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; and3. 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; or3. 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; orc. 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.
VA Code § 13.1-1099.6 (2021)
2021 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.
VA Code § 13.1-1099.7 (2021)
2021 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; orb. A member, manager, or an assignee of the series limited liability company; or2. 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; orc. 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; orc. 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.
VA Code § 13.1-1099.8 (2021)
2021 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; or2. 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.
VA Code § 13.1-1099.9 (2021)
2021 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; or2. 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.
VA Code § 13.1-1099.11 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1099.11. Events causing dissolution of protected series

A protected series of a series limited liability company is dissolved, and its activities and affairs shall be wound up, upon the:1. Dissolution of the series limited liability company;2. Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;3. Affirmative vote or consent of all the members;4. Entry of a court order dissolving the protected series on application by an associated member or protected series manager of the protected series:a. In accordance with § 13.1-1094; andb. To the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member of or a person managing the limited liability company;5. Entry by the court of an order dissolving the protected series on application by the series limited liability company or a member of the series limited liability company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal;6. Automatic cancellation of its existence pursuant to §§ 13.1-1050.2 and 13.1-1099.1; or7. Automatic or involuntary cancellation of the existence of the series limited liability company that established the protected series pursuant to § 13.1-1050.2 or 13.1-1050.3.2019, c. 636.