reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 11 - Industrial Development Corporations › § 13.1-994. Earned surplus

Each year the corporation shall set apart as earned surplus not less than ten percent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one-half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus so established shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation.
Code 1950, § 13.1-151; 1960, c. 80; 1985, c. 522.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 11 - Industrial Development Corporations › § 13.1-995. Members to have rights of shareholders

The rights given to shareholders under the provisions of §§ 13.1-614, 13.1-624, 13.1-629, 13.1-742 and 13.1-744 shall apply to members as well as to shareholders of a corporation created hereunder.
Code 1950, § 13.1-152; 1960, c. 80; 1985, c. 522.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 11 - Industrial Development Corporations › § 13.1-996. Corporation not authorized to receive money on deposit; deposit of funds of corporation

No corporation organized under the provisions of this chapter shall at any time be authorized to receive money on deposit. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by appropriate vote of the board of directors or executive committee.
Code 1950, § 13.1-153; 1960, c. 80; 1972, c. 693; 1985, c. 522.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 11 - Industrial Development Corporations › § 13.1-997. Books and records

A corporation shall keep, in addition to the books and records required by § 13.1-770, a record showing the names and addresses of all members of the corporation and the current status of loans made by each to the corporation. Members shall have the same rights with respect to such books and records as are given to shareholders by § 13.1-770.
Code 1950, § 13.1-154; 1960, c. 80; 1985, c. 522.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1001. 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 limited liability companies subject to this chapter shall be governed by the amendment or repeal.
1991, c. 168.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1001.1. Construction

A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
B. Sections 9-406 and 9-408 of the Uniform Commercial Code, including §§ 8.9A-406 and 8.9A-408, do not apply to any interest in a limited liability company, including all rights, powers and interests arising under the articles of organization or operating agreement of a limited liability company or this chapter. This provision prevails over §§ 8.9A-406 and 8.9A-408, and is expressly intended to permit the enforcement as a fundamental matter of contract among the members of a limited liability company of any provision of an operating agreement that would otherwise be ineffective under § 9-406 or § 9-408 of the Uniform Commercial Code.
C. This chapter shall be construed in furtherance of the policies of giving maximum effect to the principle of freedom of contract and of enforcing operating agreements.
1993, c. 113; 2003, c. 340.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1003.1. Filings with the Commission pursuant to reorganization

A. Notwithstanding anything to the contrary contained in § 13.1-1003, 13.1-1011, 13.1-1014, 13.1-1014.1, 13.1-1050, 13.1-1072, or 13.1-1085, whenever, pursuant to any applicable statute of the United States relating to reorganizations of limited liability companies, a plan of reorganization of a limited liability company has been confirmed by the decree or order of a court of competent jurisdiction, the limited liability company may put into effect and carry out the plan and decrees of the court relative thereto (i) through one or more amendments to the limited liability company's articles of organization containing terms and conditions permitted by this chapter; (ii) through a plan of merger or entity conversion; or (iii) through cancellation, without action by the managers or members, to carry out the plan of reorganization decreed or ordered by the court of competent jurisdiction under federal statute.
B. The individual or individuals designated by the court shall deliver to the Commission for filing articles of amendment, restatement, merger, entity conversion, or cancellation, which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:
1. The name of the limited liability company;
2. Any provision relating to the amendment or amendments, plan of merger or entity conversion, or cancellation approved by the court;
3. The name of the court and the date of the court's order or decree approving the amendment, plan of merger or entity conversion, or cancellation;
4. The title and case number, if any, of the reorganization proceeding in which the order or decree was entered; and
5. A statement that the court had jurisdiction of the proceeding under federal statute.
C. If the Commission finds that the articles of amendment, restatement, merger, entity conversion, or cancellation comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, restatement, merger, entity conversion, or cancellation.
D. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
2016, c. 288.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1005. Fees

The Commission shall charge and collect the following fees:
1. For filing any one of the following, the fee shall be $100:
a. Articles of organization.
b. An application for registration as a foreign limited liability company.
c. Articles of entity conversion to convert a limited liability company to a domestic business trust or to convert a domestic partnership or limited partnership to a limited liability company.
d. Articles of domestication.
e. A statement of protected series designation.
f. An application for registration as a foreign protected series.
2. For filing any one of the following, the fee shall be $25:
a. Articles of amendment.
b. Articles of cancellation.
c. Articles of correction referred to in § 13.1-1011.1, a copy of an amendment or correction referred to in § 13.1-1055, or an amended application for registration referred to in § 13.1-1055, provided that an amended application shall not require a separate fee when it is filed with a copy of an amendment or a correction referred to in § 13.1-1055.
d. A copy of an instrument of merger of a foreign limited liability company referred to in § 13.1-1060.
e. Articles of merger.
f. Articles of entity conversion to convert a limited liability company to a domestic corporation, in addition to a charter fee ascertained in accordance with § 13.1-615.1.
g. A copy of an instrument of entity conversion of a foreign limited liability company holding a certificate of registration to transact business in the Commonwealth.
h. Articles of restatement.
i. Articles of organization surrender.
j. An application for a certificate of cancellation to cancel a certificate of registration as a foreign limited liability company.
k. A statement of designation change pursuant to § 13.1-1095 or 13.1-1096.
l. A statement of designation cancellation.
m. An application for a certificate of cancellation to cancel a certificate of registration as a foreign protected series.
3. For filing any one of the following, the fee shall be $10:
a. An application to reserve or to renew the reservation of a name for use by a domestic or foreign limited liability company.
b. A notice of the transfer of a name reserved for use by a domestic or a foreign limited liability company.
4. For issuing a certificate pursuant to § 13.1-1067 or 13.1-1099, $6 for each certificate.
1991, c. 168; 1992, cc. 574, 575; 1993, c. 113; 1995, c. 368; 1998, c. 432; 2001, c. 545; 2002, c. 1; 2003, c. 379; 2004, c. 274; 2005, c. 255; 2006, cc. 748, 912; 2007, c. 810; 2008, c. 108; 2012, c. 130; 2019, c. 636; 2021, Sp. Sess. I, c. 487.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1006. Penalty for signing false documents

A. It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing.
B. Any person who violates the provisions of this section shall be guilty of Class 1 misdemeanor.
1991, c. 168.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1007. Unlawful to transact or offer to transact business as a limited liability company unless authorized

It shall be unlawful for any person to transact business in this Commonwealth as a limited liability company or to offer or advertise to transact business in this Commonwealth as a limited liability company unless the alleged limited liability company is either a domestic limited liability company or a foreign limited liability company authorized to transact business in this Commonwealth. Any person who violates this section shall be guilty of a Class 1 misdemeanor.
1991, c. 168; 2013, c. 17.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1008. Purposes

Every limited liability company formed under this chapter has the purpose of engaging in any lawful business, purpose, or activity, whether or not such business, purpose, or activity is carried on for profit, except as otherwise provided by the law of this Commonwealth, unless a more limited purpose is set forth in the articles of organization.
1991, c. 168; 1992, c. 574; 2002, c. 288; 2004, c. 601.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1010. Organizers

One or more persons may act as organizers of a limited liability company by signing and delivering articles of organization to the Commission for filing. An organizer need not be a member of the limited liability company after formation has occurred.
1991, c. 168; 2006, c. 748; 2016, c. 288.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1011. Articles of organization

A. The articles of organization shall set forth:
1. A name for the limited liability company that satisfies the requirements of § 13.1-1012;
2. The post office address, including the street and number, if any, of the limited liability company's initial registered office, the name of the city or county in which it is located, the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and one of the following: a member or manager of the limited liability company, a member or manager of a limited liability company that is a member or manager of the limited liability company, an officer or director of a corporation that is a member or manager of the limited liability company, a general partner of a general or limited partnership that is a member or manager of the limited liability company, a trustee of a trust that is a member or manager of the limited liability company, or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth; and
3. The post office address, including the street and number, if any, of the principal office of the limited liability company, which may be the same as the registered office, but need not be within the Commonwealth.
B. The articles of organization may set forth any other matter that under this chapter is permitted to be set forth in an operating agreement of a limited liability company.
C. The articles of organization need not set forth any of the powers enumerated in this chapter.
D. If the Commission finds that the articles of organization comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of organization.
1991, c. 168; 1992, c. 574; 1993, c. 113; 1997, c. 190; 2000, c. 162; 2001, cc. 517, 541; 2004, c. 314; 2006, c. 748; 2009, c. 763.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1011.1. Articles of correction

A. A limited liability company may correct its articles of organization at any time to correct a name or address specified in the articles of organization that was inadvertently or improperly set forth.
B. For a correction to the articles of organization of a limited liability company to be adopted, the correction shall be adopted by a majority vote of the managers, provided that if the limited liability company has been formed without any managers and no managers have been appointed, the correction may be adopted by a majority vote of the members entitled to vote thereon, unless the articles of organization require a greater vote, provided that if the limited liability company has been formed without any managers or members and no members have been admitted, a correction may be adopted by a majority vote of the organizers of the limited liability company.
C. To correct its articles of organization, a limited liability company shall file with the Commission articles of correction setting forth:
1. The name of the limited liability company;
2. The text of each correction;
3. A statement of the nature of the error necessitating each correction; and
4. A statement of the manner in which the correction was adopted.
If the Commission finds that the articles of correction comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of correction.
1998, c. 432; 2003, c. 379; 2006, c. 748.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1013. Reserved name

A. A person may apply to the Commission to reserve the exclusive use of a limited liability company name, including a designated name for a foreign limited liability company. The limited liability company name applied for need not comply with subsection A of § 13.1-1012. If the Commission finds that the limited liability company name applied for is distinguishable upon the records of the Commission, it shall reserve the name for the applicant's exclusive use for a 120-day period.
B. The owner of a reserved limited liability company name may renew the reservation for successive periods of 120 days each by filing with the Commission, during the 45-day period preceding the date of expiration of the reservation, a renewal application.
C. The owner of a reserved limited liability company name may transfer the reservation to another person by delivering to the Commission a notice of the transfer, signed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.
D. A reserved limited liability company name may be used by its owner in connection with (i) the formation or an amendment to change the name of a domestic stock or nonstock corporation, limited liability company, business trust, or limited partnership; (ii) an application for a certificate of authority or registration to transact business in the Commonwealth as a foreign stock or nonstock corporation, limited liability company, business trust, or limited partnership; or (iii) an amended application for such authority or registration, provided that the proposed name complies with the provisions of § 13.1-630, 13.1-762, 13.1-829, 13.1-924, 13.1-1012, 13.1-1054, 13.1-1214, 13.1-1244, 50-73.2, or 50-73.56, as the case may be.
1991, c. 168; 2006, c. 505; 2015, c. 444.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1014. Amendment of articles of organization

A. A limited liability company may amend its articles of organization at any time to add or change a provision that is required or permitted in the articles, or to delete a provision not required in the articles. An amendment to the articles of organization may delete the name and address of the registered agent or registered office, or the address of the principal office, if a statement of change described in § 13.1-1016 or 13.1-1018.1, as the case may be, is on file with the Commission.
B. For an amendment to the articles of organization of a limited liability company to be adopted, the amendment shall be approved by that number or percentage of members required to amend an operating agreement, unless the articles of organization or a written operating agreement otherwise provide, provided that if the limited liability company has been formed without any members and no members have been admitted, an amendment may be adopted 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.
C. To amend its articles of organization, a limited liability company shall file with the Commission articles of amendment setting forth:
1. The name of the limited liability company;
2. The text of each amendment adopted;
3. The date of each amendment's adoption; and
4. A statement that the amendment was adopted by a vote of the members, by the managers or by the organizers in accordance with this chapter, as the case may be.
If the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.
D. An amendment to articles of organization does not affect a cause of action existing against or in favor of the limited liability company, a proceeding to which the limited liability company is a party, or the existing rights of persons other than members of the limited liability company. An amendment changing a limited liability company's name does not abate a proceeding brought by or against the limited liability company in its former name.
E. A member of a limited liability company does not have a vested property right resulting from any provision of the articles of organization.
1991, c. 168; 1997, c. 190; 2001, c. 548; 2005, c. 255; 2006, cc. 748, 912; 2008, c. 108; 2013, c. 17.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1014.1. Restatement of articles of organization

A. A limited liability company may restate its articles of organization at any time.
B. The restatement may include one or more amendments to the articles of organization, including an amendment to delete the name and address of the registered agent or registered office, or the address of the principal office, if a statement of change described in § 13.1-1016 or 13.1-1018.1, as the case may be, is on file with the Commission.
C. For a restatement of the articles of organization of a limited liability company to be adopted, the restatement shall be approved by that number or percentage of members required to amend an operating agreement, unless the articles of organization or a written operating agreement otherwise provide, provided that if the limited liability company has been formed without any members and no members have been admitted, a restatement may be adopted 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.
D. A limited liability company restating its articles of organization shall file with the Commission articles of restatement setting forth:
1. The name of the limited liability company immediately prior to restatement;
2. Whether the restatement contains an amendment to the articles of organization;
3. The text of the restated articles of organization or amended and restated articles of organization;
4. The date of adoption of the articles of restatement; and
5. A statement that the restatement was adopted by a vote of the members, by the managers or by the organizers in accordance with this chapter, as the case may be.
E. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective, the restated articles of organization or amended and restated articles of organization supersede the original articles of organization and all amendments to the original articles of organization.
F. The Commission may certify restated articles of organization or amended and restated articles of organization as the articles of organization currently in effect.
2005, c. 255; 2006, cc. 748, 912; 2008, c. 108; 2013, c. 17.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1015. Registered office and registered agent

A. Each domestic limited liability company and each foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) of this chapter shall continuously maintain in the Commonwealth:
1. A registered office that may be the same as any of its places of business; and
2. A registered agent who shall be either:
a. An individual who is a resident of the Commonwealth and is (i) a member or manager of the limited liability company, (ii) a member or manager of a limited liability company that is a member or manager of the limited liability company, (iii) an officer or director of a corporation that is a member or manager of the limited liability company, (iv) a general partner of a general or limited partnership that is a member or manager of the limited liability company, (v) a trustee of a trust that is a member or manager of the limited liability company, or (vi) a member of the Virginia State Bar, and whose business office is identical with the registered office;
b. A domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; provided such a registered agent (i) shall not be its own registered agent and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice, or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return; or
c. A Virginia resident who is an officer of the limited liability company, provided that such a registered agent or a natural person designated by the registered agent shall be available during regular business hours at the registered office to accept service of any process, notice, or demand. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return. As used in this subdivision, "officer of the limited liability company" means any employee of the limited liability company, other than a member or manager of the limited liability company, who has been designated by the limited liability company by instrument in writing as a person upon whom any process, notice, or demand may be served.
B. The sole duty of the registered agent is to forward to the limited liability company or foreign limited liability company at its last known address any process, notice, or demand that is served on the registered agent.
1991, c. 168; 1993, c. 113; 1994, c. 348; 1996, c. 265; 2000, cc. 162, 537; 2001, cc. 517, 541; 2004, c. 314; 2005, c. 255; 2016, c. 275.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1016. Change of registered office or registered agent

A. A limited liability company or a foreign limited liability company registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:
1. The name of the limited liability company or foreign limited liability company;
2. The address of its current registered office;
3. If the current registered office is to be changed, the post-office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;
4. The name of its current registered agent;
5. If the current registered agent is to be changed, the name of the new registered agent; and
6. That after the change or changes are made, the domestic or foreign limited liability company will be in compliance with the requirements of § 13.1-1015.
B. A statement of change shall forthwith be filed with the Commission by a domestic or foreign limited liability company whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-1015.
C. A domestic or foreign limited liability company's registered agent may sign a statement as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth or (ii) the name of the registered agent has been legally changed. A domestic or foreign limited liability company's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent is a business entity that has been merged into the new registered agent, (b) the instrument of merger is on record in the office of the clerk of the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § 13.1-1015. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above, which shall recite that a copy of the statement shall be mailed to the principal office address of the domestic or foreign limited liability company on or before the business day following the day on which the statement is filed.
1991, c. 168; 2003, c. 597; 2009, c. 450; 2010, c. 434.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1017. Resignation of registered agent

A. A registered agent may resign as agent for the domestic or foreign limited liability company by signing and filing with the Commission a statement of resignation stating (i) the name of the limited liability company or foreign limited liability company, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the domestic or foreign limited liability company. The statement of resignation shall be accompanied by a certification that the registered agent will have a copy of the statement mailed to the principal office of the domestic or foreign limited liability company by certified mail on or before the business day following the day on which the statement is filed. When the statement of resignation takes effect, the registered office is also discontinued.
B. A statement of resignation takes effect on the earlier of (i) 12:01 a.m. on the thirty-first day after the date on which the statement was filed with the Commission or (ii) the date on which a statement of change to appoint a registered agent is filed, in accordance with § 13.1-1016, with the Commission.
1991, c. 168; 2010, c. 434; 2021, Sp. Sess. I, c. 487.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1018. Service on limited liability company

A. A domestic or foreign limited liability company's registered agent is the limited liability company's agent for service of process, notice, or demand required or permitted by law to be served on the limited liability company. The registered agent may by instrument in writing, acknowledged before a notary public, designate a natural person or persons in the office of the registered agent upon whom any such process, notice or demand may be served. Whenever any such person accepts service of process, a photographic copy of such instrument shall be attached to the return.
B. Whenever a domestic or foreign limited liability company fails to appoint or maintain a registered agent in this Commonwealth, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the limited liability company upon whom service may be made in accordance with § 12.1-19.1.
C. This section does not prescribe the only means, or necessarily the required means, of serving a domestic or foreign limited liability company.
1991, c. 168; 2001, cc. 517, 541.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1018.1. Change of principal office

A. A limited liability company or a foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) may change its principal office upon filing in the office of the Commission a statement of change on a form supplied by the Commission that sets forth:
1. The name of the limited liability company or foreign limited liability company;
2. The address of its current principal office; and
3. The post office address, including the street and number, if any, of the new principal office.
B. A statement of change shall forthwith be delivered to the Commission for filing by a domestic limited liability company or a foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) whenever the address of its principal office ceases to be the office at which the principal executive offices of the domestic or foreign limited liability company are located.
2009, c. 450; 2016, c. 288.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1019. Liability to third parties

Except as otherwise provided by this Code or as expressly provided in the articles of organization, no member, manager, organizer or other agent of a limited liability company, regardless of whether the limited liability company has a single member or multiple members, shall have any personal obligation for any liabilities of a limited liability company, whether such liabilities arise in contract, tort or otherwise, solely by reason of being a member, manager, organizer or agent of a limited liability company. For the purposes of this section, a person to whom the rights of a member or manager are delegated as provided in § 13.1-1022 or § 13.1-1024 shall be deemed an agent of a limited liability company.
1991, c. 168; 2004, c. 601; 2006, c. 912; 2015, c. 627.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1020. Parties to actions

A member of a limited liability company, solely by reason of being a member, is not a proper party to a proceeding by or against a limited liability company, except where (i) the object is to enforce a member's right against or liability to the limited liability company or (ii) as provided in Article 8 (§ 13.1-1042 et seq.) of this chapter.
1991, c. 168; 2007, cc. 233, 639.
2023 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; and
3. 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; and
4. 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.
2023 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.
2023 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; and
2. 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.
2023 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; or
3. 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.
2023 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; or
2. 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.
2023 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.
2023 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; and
5. 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; and
d. 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; and
2. 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.
2023 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.
2023 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.
2023 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.
2023 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.