reglab/housing_qa huggingface dataset:
VA Code § 13.1-1078 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1078. Surrender of articles of organization upon domestication

A. Whenever a domestic limited liability company has approved, in the manner required by this article, a plan of domestication providing for the limited liability company to be domesticated under the laws of another jurisdiction, the limited liability company shall deliver to the Commission for filing articles of organization surrender setting forth:1. The name of the limited liability company immediately before the filing of the articles of organization surrender;2. The jurisdiction in which the limited liability company is to be domesticated and the name of the limited liability company upon its domestication under the laws of that jurisdiction;3. The plan of domestication;4. A statement that the plan of domestication was adopted by the limited liability company in accordance with § 13.1-1076;5. A statement that the articles of organization surrender are being filed in connection with the domestication of the limited liability company as a foreign limited liability company to be organized under the laws of another jurisdiction and that the limited liability company is surrendering its certificate of organization under the laws of this Commonwealth;6. A statement that the limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was organized in the Commonwealth;7. A mailing address to which the clerk may mail a copy of any process served on him under subdivision 6; and8. A commitment by the limited liability company to notify the clerk of the Commission in the future of any change in the mailing address of the limited liability company.B. If the Commission finds that the articles of organization surrender comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of organization surrender.C. The limited liability company shall automatically cease to be a domestic limited liability company when the certificate of organization surrender becomes effective.D. If the former domestic limited liability company intends to continue to transact business in the Commonwealth, then, within thirty days after the effective date of the certificate of organization surrender, it shall deliver to the Commission an application for a certificate of registration to transact business in the Commonwealth pursuant to § 13.1-1052 together with a copy of its instrument of domestication and articles of organization and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose laws it is organized or domesticated.2006, c. 912; 2009, c. 201; 2016, c. 288.
VA Code § 13.1-1079 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1079. Effect of domestication

A. When a foreign limited liability company's certificate of domestication in this Commonwealth becomes effective, with respect to that limited liability company:1. The title to all real estate and other property remains in the limited liability company without reversion or impairment;2. The liabilities remain the liabilities of the limited liability company;3. A proceeding pending may be continued by or against the limited liability company as if the domestication did not occur;4. The articles of organization attached to the articles of domestication constitute the articles of organization of the limited liability company; and5. The limited liability company is deemed to:a. Be organized under the laws of this Commonwealth for all purposes;b. Be the same limited liability company as the limited liability company that existed under the laws of the jurisdiction or jurisdictions in which it was originally organized or formerly domesticated; andc. Have been organized on the date it was originally formed or organized.B. Any member of a foreign limited liability company that domesticates into this Commonwealth who, prior to the domestication, was liable for the liabilities or obligations of the limited liability company is not released from those liabilities or obligations by reason of the domestication.2006, c. 912.
VA Code § 13.1-1080 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1080. Abandonment of domestication

A. Unless otherwise provided in the plan of domestication, after a plan of domestication has been approved by a domestic limited liability company as required by this article, and at any time before the certificate of organization surrender has become effective, the plan may be abandoned by the limited liability company without action by its members in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, by a vote of the members of the limited liability company that is equal to or greater than the vote cast for the plan of domestication pursuant to § 13.1-1076.B. A domesticating limited liability company that is a foreign limited liability company may abandon its domestication to a domestic limited liability company in the manner prescribed by its organic law.C. If a domestication is abandoned after articles of organization surrender or articles of domestication have been filed with the Commission but before the certificate of organization surrender or certificate of domestication has become effective, a statement of abandonment signed by the domesticating limited liability company shall be delivered to the Commission for filing prior to the effective time and date of the certificate of organization surrender or certificate of domestication. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the domestication shall be deemed abandoned and shall not become effective.D. The statement of abandonment shall contain:1. The name of the domesticating limited liability company and its jurisdiction of formation;2. When the domesticating limited liability company is a foreign limited liability company, the name of the domesticated limited liability company set forth in the articles of domestication;3. The date on which the articles of organization surrender or articles of domestication were filed with the Commission;4. The date and time on which the Commission's certificate of organization surrender or certificate of domestication becomes effective; and5. A statement that domestication is being abandoned in accordance with this section or, when the domesticating limited liability company is a foreign limited liability company, a statement that the foreign limited liability company abandoned the domestication as required by its organic law.2006, c. 912; 2016, c. 288; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-1081 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1081. Definitions

As used in this article:"Articles of incorporation" has the same meaning as specified in § 13.1-603."Articles of trust" has the same meaning as specified in § 13.1-1201."Certificate of limited partnership" has the same meaning as specified in § 50-73.1."Converting entity" means the domestic limited liability company, partnership, or limited partnership that adopts a plan of entity conversion pursuant to this article."Partnership agreement," as to a limited partnership, has the same meaning as specified in § 50-73.1, and, as to a partnership, has the same meaning as specified in § 50-73.79."Resulting entity" means the domestic stock corporation, business trust, or limited liability company that is in existence upon consummation of an entity conversion pursuant to this article."Stock corporation" has the same meaning as "domestic corporation" as specified in § 13.1-603.2016, c. 288.
VA Code § 13.1-1082 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1082. Entity conversion

A. A domestic limited liability company may become a domestic stock corporation or a domestic business trust pursuant to a plan of entity conversion that is approved by the limited liability company in accordance with the provisions of this article.B. A domestic stock corporation may become a domestic limited liability company pursuant to a plan of entity conversion that is adopted and approved by the corporation in accordance with the provisions of Article 12.2 (§ 13.1-722.8 et seq.) of Chapter 9.C. A domestic nonstock corporation may become a domestic limited liability company pursuant to a plan of entity conversion that is adopted and approved by the corporation in accordance with the provisions of Article 17.1 (§ 13.1-944.1 et seq.) of Chapter 10.D. A domestic business trust may become a domestic limited liability company pursuant to a plan of entity conversion that is approved by the business trust in accordance with the provisions of Article 12 (§ 13.1-1264 et seq.) of Chapter 14.E. Unless otherwise provided for in Chapter 2.2 (§ 50-73.79 et seq.) of Title 50, a domestic partnership that has filed either a statement of partnership authority or a statement of registration as a registered limited liability partnership with the Commission that is not canceled may become a domestic limited liability company pursuant to a plan of entity conversion that is approved by the domestic partnership in accordance with the provisions of this article.F. Unless otherwise provided for in Chapter 2.1 (§ 50-73.1 et seq.) of Title 50, a domestic limited partnership that has filed a certificate of limited partnership with the Commission that is not canceled may become a domestic limited liability company pursuant to a plan of entity conversion that is approved by the domestic limited partnership in accordance with the provisions of this article.2016, c. 288.
VA Code § 13.1-1084 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1084. Action on plan of entity conversion

A. In the case of a domestic limited liability company that is the converting entity:1. If the limited liability company has members, unless the articles of organization or a written operating agreement of the limited liability company provides otherwise, the members shall approve the plan of entity conversion in the manner provided in the limited liability company's operating agreement for amendments to the operating agreement by the members or, if no provision is made in the operating agreement, by all the members; and2. If the limited liability company has been formed without any members and no members have been admitted, the plan of entity conversion shall be approved by a majority of the persons named as a manager in the articles of organization or, if there are no members or managers, by a majority of the organizers of the limited liability company.B. In the case of a partnership that is a converting entity, unless a written partnership agreement of the partnership provides otherwise, the plan of entity conversion shall be approved by the partners of the partnership in the manner provided in a written partnership agreement for amendments to the partnership agreement by the partners or, if no provision is made in the partnership agreement, by all the partners.C. In the case of a limited partnership that is a converting entity, unless the certificate of limited partnership or a written partnership agreement of the limited partnership provides otherwise, the plan of entity conversion shall be approved by the partners of the limited partnership in the manner provided in a written partnership agreement for amendments to the partnership agreement by the partners or, if no provision is made in the partnership agreement, by all the partners.2016, c. 288.
VA Code § 13.1-1087 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1087. Abandonment of entity conversion

A. Unless otherwise provided in the plan of entity conversion, after a plan of entity conversion has been approved by a converting entity in the manner required by this article, and at any time before the certificate of entity conversion has become effective, the plan may be abandoned by the converting entity without action by its members or partners, as the case may be, in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan:1. When the converting entity is a domestic limited liability company, by a vote of the members, managers, or organizers of the limited liability company that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection A of § 13.1-1084;2. When the converting entity is a domestic partnership, by a vote of the partners of the partnership that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection B of § 13.1-1084; and3. When the converting entity is a domestic limited partnership, by a vote of the partners of the limited partnership that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection C of § 13.1-1084.B. If an entity conversion is abandoned after articles of entity conversion have been filed with the Commission but before the certificate of entity conversion has become effective, a statement of abandonment shall be signed on behalf of the converting entity and delivered to the Commission for filing prior to the effective time and date of the certificate of entity conversion. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the entity conversion shall be deemed abandoned and shall not become effective.C. The statement of abandonment shall contain:1. The name of the converting entity and its entity type;2. The name of the resulting entity set forth in the articles of conversion;3. The date on which the articles of entity conversion were filed with the Commission;4. The date and time on which the Commission's certificate of entity conversion becomes effective; and5. A statement that the entity conversion is being abandoned in accordance with this section.2016, c. 288; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-1089 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1089. Nature of protected series

A protected series of a series limited liability company is a person distinct from:1. The series limited liability company, subject to subsection C of § 13.1-1090, subdivision 1 of § 13.1-1099.11, and § 13.1-1099.12;2. Another protected series of the series limited liability company;3. A member of the series limited liability company, whether or not the member is an associated member of the protected series;4. A protected series assignee of any protected series of the series limited liability company; and5. An assignee of a membership interest of the series limited liability company.2019, c. 636.
VA Code § 13.1-1090 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1090. Powers and duration of protected series

A. A protected series of a series limited liability company has the capacity to sue and be sued in its own name.B. Except as otherwise provided in subsections C and D, a protected series of a series limited liability company has the same powers and purpose as the series limited liability company.C. A protected series of a series limited liability company ceases to exist not later than when the series limited liability company ceases to exist.D. A protected series of a series limited liability company shall not:1. Be a member of the series limited liability company;2. Establish a protected series; or3. Except as permitted by a law of the Commonwealth other than this article, have any purpose or power that the law of the Commonwealth other than this article prohibits a limited liability company from doing or having.2019, c. 636.
VA Code § 13.1-1092 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1092. Relation of operating agreement, this article, and the other articles of this chapter

A. Except as otherwise provided in this section and subject to §§ 13.1-1093 and 13.1-1094, the operating agreement of a series limited liability company governs:1. The internal affairs of a protected series, including:a. Relations among any associated members of the protected series;b. Relations among the protected series and (i) any associated member of the protected series, (ii) any protected series manager, and (iii) any protected series assignee;c. Relations between any associated member and (i) any protected series manager or (ii) any protected series assignee;d. The rights and duties of a protected series manager;e. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; andf. Procedures and conditions for becoming an associated member or protected series assignee;2. The relations among the protected series of a series limited liability company, the series limited liability company, and any other protected series of the series limited liability company; and3. Relations between:a. The protected series, its protected series manager, any associated member of the protected series, or any protected series assignee of the protected series; andb. A person in the person's capacity as:(1) A member of the series limited liability company who is not an associated member of the protected series;(2) A protected series assignee or protected series manager of another protected series; or(3) An assignee of the series limited liability company.B. If the provisions of this chapter other than in this article restrict the power of an operating agreement to affect a matter, the restriction applies to a matter under this article according to the rules stated in § 13.1-1094.C. If the law of the Commonwealth other than this article contains a prohibition, limitation, requirement, condition, or other constraint pertaining to a limited liability company, a member, a manager, or other agent of the limited liability company, or an assignee of the limited liability company, except as otherwise provided in the law of the Commonwealth other than this article, the restriction applies according to the rules stated in § 13.1-1094.D. Except as otherwise provided in § 13.1-1093, if the operating agreement of a series limited liability company does not provide for a matter described in subsection A in a manner permitted by this article, the matter is determined in accordance with the following rules:1. To the extent that this article addresses the matter, this article governs; and2. To the extent that this article does not address the matter, the provisions of this chapter other than in this article govern the matter according to the rules stated in § 13.1-1094.2019, c. 636.
VA Code § 13.1-1093 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1093. Additional limitations on operating agreement

A. An operating agreement shall not vary the effect of:1. This section;2. Section 13.1-1089;3. Subsection A of § 13.1-1090;4. Subsection B of § 13.1-1090 to provide a protected series a power in addition to the powers provided to a limited liability company under the other articles of this chapter;5. The limitations stated in subsection C or D of § 13.1-1090;6. Section 13.1-1091;7. Section 13.1-1092;8. Section 13.1-1094;9. Section 13.1-1095, except to vary the manner in which a limited liability company approves establishing a protected series;10. Section 13.1-1096;11. Section 13.1-1099.2;12. Section 13.1-1099.3;13. Subsection A or B of § 13.1-1099.4;14. Subsection C, F, or G of § 13.1-1099.5;15. Section 13.1-1099.7, except to decrease or eliminate a limitation of liability stated in § 13.1-1099.7;16. Section 13.1-1099.8;17. Section 13.1-1099.9;18. Section 13.1-1099.10;19. Subdivisions 1, 4, and 5 of § 13.1-1099.11;20. Section 13.1-1099.12, except to designate a different person to manage winding up;21. Section 13.1-1099.13;22. Sections 13.1-1099.14 through 13.1-1099.20;23. Sections 13.1-1099.21, 13.1-1099.22, and 13.1-1099.23;24. Sections 13.1-1099.25 and 13.1-1099.26; or25. A provision of this article pertaining to:a. A registered office or registered agent; orb. The Commission, including provisions pertaining to records authorized or required to be delivered to the Commission for filing under this article or chapter.B. An operating agreement shall not unreasonably restrict the duties and rights under § 13.1-1099.6 but may impose reasonable restrictions on the availability and use of information obtained under § 13.1-1099.6 and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.2019, c. 636.
VA Code § 13.1-1094 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 12 - Virginia Limited Liability Company Act|§ 13.1-1094. Rules for applying other articles of this chapter to specified provisions of this article

A. Except as otherwise provided in subsection B and § 13.1-1093, the following rules apply in applying § 13.1-1092, subsections C and F of § 13.1-1099.5, subdivision 4 a of § 13.1-1099.11, subsection A of § 13.1-1099.12, and subdivision 2 of § 13.1-1099.13:1. A protected series of a series limited liability company is deemed to be a limited liability company that is organized 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;2. An associated member of the protected series is deemed to be a member of the series limited liability company;3. A protected series assignee of the protected series is deemed to be an assignee of the series limited liability company;4. A protected series membership interest of the protected series is deemed to be a membership interest of the series limited liability company;5. A protected series manager is deemed to be a manager of the series limited liability company;6. An asset of the protected series is deemed to be an asset of the series limited liability company, whether or not the asset is an associated asset of the protected series; and7. Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the series limited liability company.B. Subsection A does not apply if its application would:1. Vary § 13.1-1023, subsection B or C of § 13.1-1092, or § 13.1-1093; or2. Require the Commission to:a. Accept for filing a type of record that this chapter expressly does not authorize or require a person to deliver to the Commission for filing; orb. Make or deliver a record that neither this article nor any other provision of this chapter authorizes or requires the Commission to make or deliver.2019, c. 636.