reglab/housing_qa huggingface dataset:
VA Code § 13.1-1021.1 (2021)
2021 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; and3. 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; and4. 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.
VA Code § 13.1-1023 (2021)
2021 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.
VA Code § 13.1-1023.1 (2021)
2021 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; and2. 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.
VA Code § 13.1-1024.1 (2021)
2021 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; or3. 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.
VA Code § 13.1-1025 (2021)
2021 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; or2. 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.
VA Code § 13.1-1026 (2021)
2021 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.
VA Code § 13.1-1028 (2021)
2021 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; and5. 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; andd. 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; and2. 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.
VA Code § 13.1-1029 (2021)
2021 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.
VA Code § 13.1-1030 (2021)
2021 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.
VA Code § 13.1-1031 (2021)
2021 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.
VA Code § 13.1-1032 (2021)
2021 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.
VA Code § 13.1-1034 (2021)
2021 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.
VA Code § 13.1-1035 (2021)
2021 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; or2. 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; or2. 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.
VA Code § 13.1-1036 (2021)
2021 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.
VA Code § 13.1-1037 (2021)
2021 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.
VA Code § 13.1-1038 (2021)
2021 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.
VA Code § 13.1-1039 (2021)
2021 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.
VA Code § 13.1-1040 (2021)
2021 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.
VA Code § 13.1-1040.2 (2021)
2021 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.