2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.21. Governing law; foreign series limited liability companies and foreign protected series

The law of the jurisdiction of formation of a foreign series limited liability company governs:
1. The internal affairs of a foreign protected series of the foreign series limited liability company, including:
a. Relations among any associated members of the foreign protected series;
b. Relations between the foreign protected series and:
(1) Any associated member;
(2) The protected series manager; or
(3) Any protected series assignee;
c. Relations between any associated member and:
(1) The protected series manager; and
(2) Any protected series assignee;
d. The rights and duties of a protected series manager;
e. Governance decisions affecting the activities and affairs of the foreign protected series and the conduct of those activities and affairs; and
f. Procedures and conditions for becoming an associated member or protected series assignee;
2. Relations between the foreign protected series and:
a. The foreign series limited liability company;
b. Another foreign protected series of the foreign series limited liability company;
c. A member of the foreign series limited liability company that is not an associated member of the foreign protected series;
d. A foreign protected series manager that is not a protected series manager of the protected series;
e. A foreign protected series assignee that is not a foreign protected series assignee of the protected series; and
f. An assignee of a membership interest of the foreign series limited liability company;
3. Except as otherwise provided in §§ 13.1-1099.8 and 13.1-1099.10, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:
a. An associated member, protected series assignee, or protected series manager of the foreign protected series;
b. A member of the foreign series limited liability company that is not an associated member of the foreign protected series;
c. A protected series manager of another foreign protected series of the foreign series limited liability company;
d. A protected series assignee of another foreign protected series of the foreign series limited liability company;
e. A manager of the foreign series limited liability company; or
f. An assignee of a membership interest of the foreign series limited liability company; and
4. Except as otherwise provided in §§ 13.1-1099.8 and 13.1-1099.10:
a. The liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the foreign series limited liability company or the foreign series limited liability company:
(1) Being or acting as a foreign protected series manager of the foreign protected series;
(2) Having the foreign protected series manage the foreign series limited liability company; or
(3) Owning a protected series membership interest of the foreign protected series; and
b. The liability of a foreign protected series for a debt, obligation, or other liability of the foreign series limited liability company or another foreign protected series of the foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series:
(1) Being a foreign protected series of the foreign series limited liability company or having the foreign series limited liability company or another foreign protected series of the foreign series limited liability company be or act as a foreign protected series manager of the foreign protected series; or
(2) Managing the foreign series limited liability company or being or acting as a foreign protected series manager of another foreign protected series of the foreign series limited liability company.
2019, c. 636.