reglab/statecodes huggingface dataset:
2023 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; and
7. 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; or
2. 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; or
b. 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.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1095. Protected series designation; amendment

A. A limited liability company may establish a protected series. A proposal to establish a protected series shall be approved by the affirmative vote or consent of all members.
B. To establish a protected series, a limited liability company shall deliver to the Commission for filing a statement of protected series designation setting forth:
1. The name of the limited liability company;
2. The name of the protected series being established;
3. The post office address of the principal office of the protected series; and
4. A statement that the establishment of the protected series was approved by the affirmative vote or consent of all members of the limited liability company.
C. If the Commission finds that the statement of protected series designation complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of protected series designation.
D. A series limited liability company may amend a statement of a protected series designation that has not been canceled. For an amendment to a statement of protected series designation to be adopted, the amendment shall be approved by the affirmative vote or consent of all members.
E. To amend a statement of protected series designation, a series limited liability company shall deliver to the Commission for filing a statement of designation change setting forth:
1. The name of the series limited liability company;
2. The name of the protected series to which the designation change applies;
3. The text of each change to the statement of protected series designation; and
4. A statement that the amendment was approved by the affirmative vote or consent of all members of the series limited liability company.
F. If the Commission finds that the statement of protected series designation change complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of designation change.
G. Notwithstanding subsection D, a series limited liability company may change the address of the principal office of a protected series of the series limited liability company on the records of the Commission by filing a statement of change pursuant to § 13.1-1018.1, except that the statement of change shall also set forth the name of the protected series and, in lieu of the address of the current and new principal office of the series limited liability company, the address of the current and new principal office of the protected series.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1096. Name

A. Except as otherwise provided in subsection B, the name of a protected series shall comply with the provisions of § 13.1-1012.
B. The name of a protected series of a series limited liability company shall:
1. Begin with the name of the series limited liability company, including any words or abbreviation required by subsection A of § 13.1-1012 to designate that the series limited liability company is a limited liability company; and
2. Contain the phrase "protected series" or the abbreviation "P.S." or "PS."
C. If a series limited liability company changes its name, the series limited liability company shall deliver to the Commission for filing a statement of designation change for each protected series of the series limited liability company pursuant to subsection D of § 13.1-1095.
2019, c. 636; 2021, Sp. Sess. I, c. 487.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1097. Registered office and registered agent

A. The registered office and registered agent in the Commonwealth for a series limited liability company are the registered office and registered agent in the Commonwealth for each protected series of the series limited liability company.
B. A person that ceases to be the registered agent for a series limited liability company ceases to be the registered agent for each protected series of the series limited liability company.
C. A person that ceases to be the registered agent for a protected series of a series limited liability company, other than a protected series that has been canceled, ceases to be the registered agent of the series limited liability company and of any other protected series of the series limited liability company.
D. Except as otherwise agreed by a series limited liability company and its registered agent, the agent is not obligated to distinguish between a process, notice, demand, or other record concerning the series limited liability company and a process, notice, demand, or other record concerning a protected series of the series limited liability company.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1098. Service of process, notice, or demand

A. A protected series of a series limited liability company may be served with any process, notice, or demand required or permitted by law by:
1. Serving the series limited liability company that established the protected series;
2. Serving the registered agent of the protected series; or
3. Other means authorized by any law of the Commonwealth other than as specified in this article.
B. Service of process, notice, or demand on a series limited liability company is notice to each protected series of the series limited liability company of service of the process, notice, or demand and the contents thereof.
C. Service of process, notice, or demand on a protected series of a series limited liability company is notice to the series limited liability company and any other protected series of the series limited liability company of service of the process, notice, or demand and the contents thereof.
D. Service of process, notice, or demand on a foreign series limited liability company is notice to each foreign protected series of the foreign series limited liability company of the process, notice, or demand and the contents thereof.
E. Service of a process, notice, or demand on a foreign protected series of a foreign series limited liability company is notice to the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company of service of the process, notice, or demand and the contents thereof.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099. Effectiveness of notice

Notice to a person under subsection B, C, D, or E of § 13.1-1098 is effective against the person whether or not the process, notice, or demand identifies the person if the process, notice, or demand identifies the person so long as the process, notice, or demand names as a party and identifies:
1. The series limited liability company or a protected series of the series limited liability company; or
2. The foreign series limited liability company or a foreign protected series of the foreign series limited liability company.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.1. Annual registration fees

The Commission shall assess and collect from each protected series and each foreign protected series whose existence or registration to transact business in Virginia has not been canceled an annual registration fee in accordance with Article 11 (§ 13.1-1061 et seq.). The provisions of §§ 13.1-1050.2, 13.1-1056.1, and 13.1-1066 shall apply to each protected series and each foreign protected series, as the case may be.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.2. Associated assets

A. Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the series limited liability company.
B. An asset of a protected series is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
1. Identify the asset and distinguish it from any other assets of the protected series, any assets of the series limited liability company, and any assets of any other protected series of the series limited liability company;
2. Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and
3. If the protected series acquired the asset from the series limited liability company or another protected series of the series limited liability company, determine any consideration paid, the payor, and the payee.
C. An asset of a series limited liability company is an associated asset of the series limited liability company only if the series limited liability company creates and maintains records that state the name of the series limited liability company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
1. Identify the asset and distinguish it from any other assets of the series limited liability company and any assets of any protected series of the series limited liability company;
2. Determine when and from what person the series limited liability company acquired the asset or how the asset otherwise became an asset of the series limited liability company; and
3. If the series limited liability company acquired the asset from a protected series of the series limited liability company, determine any consideration paid, the payor, and the payee.
D. The records and recordkeeping required by subsections B and C may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.
E. To the extent permitted by the law of the Commonwealth other than this article, a series limited liability company or a protected series of the series limited liability company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except that:
1. A protected series shall not hold an associated asset in the name of the series limited liability company or another protected series of the series limited liability company; and
2. The series limited liability company may not hold an associated asset in the name of a protected series of the series limited liability company.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.3. Associated members

A. Only a member of a series limited liability company may be an associated member of a protected series of the series limited liability company.
B. A member of a series limited liability company becomes an associated member of a protected series of the series limited liability company if the operating agreement or a procedure established by the operating agreement states:
1. That the member is an associated member of the protected series;
2. The date on which the member became an associated member; and
3. Any protected series membership interest the associated member has in connection with becoming or being an associated member.
C. If a person that is an associated member of a protected series of a series limited liability company is dissociated from the series limited liability company, the person ceases to be an associated member of the protected series.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.4. Protected series membership interests

A. A protected series membership interest of a protected series of a series limited liability company shall be owned initially by an associated member of the protected series or the series limited liability company.
B. If a protected series of a series limited liability company has no associated members when established, the series limited liability company owns the protected series membership interests in the protected series.
C. In addition to acquiring a protected series membership interest under subsection B, a series limited liability company may acquire a protected series membership interest through a transfer from another person or as provided in the operating agreement.
D. Except for subdivision A 3 of § 13.1-1094, a provision of this article that applies to a protected series assignee of a protected series of a series limited liability company applies to the series limited liability company in its capacity as an owner of a protected series membership interest of the protected series. A provision of the operating agreement of a series limited liability company that applies to a protected series assignee of a protected series of the series limited liability company applies to the series limited liability company in its capacity as an owner of a protected series membership interest of the protected series.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.5. Management

A. A protected series may have more than one protected series manager.
B. If a protected series has no associated members, the series limited liability company is the protected series manager.
C. Section 13.1-1094 shall be applicable to the determination of any duties of a protected series manager of a protected series of a series limited liability company to:
1. The protected series;
2. Any associated member of the protected series; and
3. Any protected series assignee of the protected series.
D. Solely by reason of being or acting as a protected series manager of a protected series of a series limited liability company, a person owes no duty to:
1. The series limited liability company;
2. Another protected series of the series limited liability company; or
3. Another person in that person's capacity as:
a. A member of the series limited liability company that is not an associated member of the protected series;
b. A protected series assignee or protected series manager of another protected series; or
c. An assignee of the series limited liability company.
E. An associated member of a protected series of a series limited liability company has the same rights as any other member of the series limited liability company to vote on or consent to an amendment to the series limited liability company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.
F. Sections 13.1-1042 through 13.1-1045 apply to a protected series in accordance with § 13.1-1094.
G. An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is under subdivision A 1 of § 13.1-1021.1 an agent for the series limited liability company with statutory power to bind the company.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.6. Right of person not associated member of protected series to information concerning protected series

A. A member of a series limited liability company that is not an associated member of a protected series of the series limited liability company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a manager of a manager-managed limited liability company has a right to information concerning the limited liability company under subsection B of § 13.1-1028 or other applicable law.
B. A person formerly an associated member of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a person dissociated as a member of a manager-managed limited liability company has a right to information concerning the limited liability company under subsection B of § 13.1-1028 or other applicable law.
C. If an associated member of a protected series dies, the legal representative of the deceased associated member has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that the legal representative of a deceased member has a right to information concerning the limited liability company under subsection B of § 13.1-1028 or other applicable law.
D. A protected series manager of a protected series has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a manager of a manager-managed limited liability company has a right to information concerning the limited liability company under subsection B of § 13.1-1028 or other applicable law.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.7. Limitations on liability

A. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:
1. A protected series of a series limited liability company solely by reason of being or acting as:
a. An associated member, protected series manager, or protected series assignee of the protected series; or
b. A member, manager, or an assignee of the series limited liability company; or
2. A series limited liability company solely by reason of being or acting as an associated member, protected series manager, or protected series assignee of a protected series of the series limited liability company.
B. Subject to § 13.1-1099.10, the following rules apply:
1. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the series limited liability company.
2. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.
3. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the series limited liability company solely by reason of the protected series being a protected series of the series limited liability company or the series limited liability company:
a. Being or acting as a protected series manager of the protected series;
b. Having the protected series manage the series limited liability company; or
c. Owning a protected series membership interest of the protected series.
4. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the series limited liability company or another protected series of the series limited liability company solely by reason of:
a. Being a protected series of the series limited liability company;
b. Being or acting as a manager of the series limited liability company or a protected series manager of another protected series of the series limited liability company; or
c. Having the series limited liability company or another protected series of the series limited liability company be or act as a protected series manager of the protected series.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.8. Claim seeking to disregard limitation of liability

A. Except as otherwise provided in subsection B, a claim seeking to disregard a limitation in § 13.1-1099.7 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability of another person, that would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.
B. The failure of a series limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in subsection A of § 13.1-1099.7 but may be a ground to disregard a limitation in subsection B of § 13.1-1099.7.
C. This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in § 13.1-1099.7, if:
1. The claimant is a resident of the Commonwealth or transacting business or registered to transact business in the Commonwealth; or
2. The claim is to establish or enforce a liability arising under a law of the Commonwealth other than this chapter or from an act or omission in the Commonwealth.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.9. Remedies of judgment creditor of associated member or protected series assignee

Any provision of § 13.1-1041.1 that provides or restricts remedies available to a judgment creditor of a member of a limited liability company or owner of a membership interest of the series limited liability company applies to a judgment creditor of:
1. An associated member or protected series assignee of a protected series; or
2. A series limited liability company, to the extent the series limited liability company owns a protected series membership interest of a protected series.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.11. Events causing dissolution of protected series

A protected series of a series limited liability company is dissolved, and its activities and affairs shall be wound up, upon the:
1. Dissolution of the series limited liability company;
2. Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;
3. Affirmative vote or consent of all the members;
4. Entry of a court order dissolving the protected series on application by an associated member or protected series manager of the protected series:
a. In accordance with § 13.1-1094; and
b. To the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member of or a person managing the limited liability company;
5. Entry by the court of an order dissolving the protected series on application by the series limited liability company or a member of the series limited liability company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal;
6. Automatic cancellation of its existence pursuant to §§ 13.1-1050.2 and 13.1-1099.1; or
7. Automatic or involuntary cancellation of the existence of the series limited liability company that established the protected series pursuant to § 13.1-1050.2 or 13.1-1050.3.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.12. Winding up dissolved protected series; voluntary cancellation

A. Subject to subsection B and in accordance with § 13.1-1094:
1. A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its affairs under Article 9 (§ 13.1-1046 et seq.); and
2. Judicial supervision or other judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, and under the same conditions that apply under Article 9 (§ 13.1-1046 et seq.) in the winding up of a limited liability company.
B. When the affairs of a protected series have been wound up, the series limited liability company that established the protected series shall deliver to the Commission for filing a statement of designation cancellation setting forth:
1. The name of the protected series;
2. The identification number issued by the Commission to the protected series;
3. The name of the series limited liability company that established the protected series;
4. The effective date of the certificate of protected series designation;
5. A statement that the protected series has completed the winding up its affairs; and
6. Any other information that the associated members of the protected series determine to include therein, including the reason for the filing of the statement of designation cancellation.
C. If the Commission finds that the statement of designation cancellation complies with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of designation cancellation, canceling the protected series' existence. Upon the effective date of such certificate, the existence of the protected series shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members as provided in this chapter.
D. A series limited liability company does not complete its winding up until each of its protected series has completed its winding up.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.13. Waiver of cancellation upon dissolution; reinstatement of series limited liability company

A. If after dissolution the members of a series limited liability company waive the right to have the series limited liability company's affairs wound up and its existence canceled:
1. Each protected series of the series limited liability company ceases winding up; and
2. The provisions of § 13.1-1047.1 stating the results of the waiver apply to each protected series of the series limited liability company in accord with § 13.1-1094.
B. A protected series that has ceased to exist may have its existence reinstated in accordance with § 13.1-1050.4 as if it were a limited liability company, provided that the series limited liability company that established the protected series is in existence.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.14. Protected series may not be party to entity transaction

A protected series may not:
1. Be a party to a merger;
2. Convert to a different type of entity;
3. Domesticate as a protected series under the laws of a foreign jurisdiction; or
4. Be a party to or be formed, organized, established, or created in a transaction substantially like an interest exchange, a conversion, or a domestication.
2019, c. 636; 2021, Sp. Sess. I, c. 487.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.15. Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company

A. A series limited liability company may not:
1. Convert to a different type of entity;
2. Domesticate as a foreign limited liability company pursuant to the provisions of Article 14 (§ 13.1-1074 et seq.); or
3. Except as otherwise provided in § 13.1-1099.16, be a party to or the surviving company of a merger.
B. A foreign series limited liability company may not domesticate as a Virginia limited liability company pursuant to the provisions of Article 14 (§ 13.1-1074 et seq.).
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.16. Merger authorized; parties restricted

A series limited liability company may be party to a merger in accordance with Article 13 (§ 13.1-1069.1 et seq.), this section, and §§ 13.1-1099.17 through 13.1-1099.20 only if:
1. Each party to the merger is a limited liability company; and
2. The surviving company is not created in the merger.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.17. Plan of merger

In a merger under § 13.1-1099.16, the plan of merger shall:
1. Comply with § 13.1-1070;
2. Include the manner and basis of converting the protected series membership interests in the canceled protected series in the manner set forth in subdivisions C 4 and 5 of § 13.1-1070; and
3. State:
a. For any protected series of a non-surviving series limited liability company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and canceled;
b. For any protected series of the surviving series limited liability company that exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and canceled;
c. For each relocated protected series, its new name; and
d. For any protected series to be established by the surviving company as a result of the merger, the name of the protected series and the post office address of its principal office.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.18. Articles of merger

In a merger under § 13.1-1099.16, the articles of merger shall:
1. Comply with § 13.1-1072 and include a plan of merger that complies with the provisions of § 13.1-1099.17;
2. Be accompanied by the following records, each to become effective when the merger becomes effective:
a. For a protected series of a merging company being canceled as a result of the merger, a statement of designation cancellation;
b. For a protected series of a non-surviving company which after the merger will be a relocated protected series:
(1) A statement of relocation that contains the name of the non-surviving company and the name of the protected series before and after the merger; and
(2) A statement of protected series designation; and
c. For a protected series being established by the surviving company as a result of the merger, a statement of protected series designation; and
3. A statement presented with articles of merger pursuant to this section may be filed with the Commission without payment of the fee specified in § 13.1-1005.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.19. Effect of merger

When a merger under § 13.1-1099.16 becomes effective, in addition to the effects stated in § 13.1-1073:
1. As provided in the plan of merger, each protected series of each merging company which was established before the merger:
a. Is a relocated protected series or continuing protected series; or
b. Is dissolved, wound up, and canceled;
2. Any protected series to be established as a result of the merger is established;
3. Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;
4. All property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;
5. All debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;
6. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;
7. The new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;
8. If provided in the plan of merger:
a. A person becomes an associated member or protected series assignee of a relocated protected series or continuing protected series;
b. A person becomes an associated member of a protected series established by the surviving company as a result of the merger;
c. Any change in the rights or obligations of a person in the person's capacity as an associated member or protected series assignee of a relocated protected series or continuing protected series takes effect; and
d. Any consideration to be paid to a person that before the merger was an associated member or protected series assignee of a relocated protected series or continuing protected series is due; and
9. Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.20. Application of § 13.1-1099.10 after merger

A. A creditor's right that existed under § 13.1-1099.10 immediately before a merger under § 13.1-1099.16 may be enforced after the merger in accordance with the following rules:
1. A creditor's right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger.
2. A creditor's right that existed immediately before the merger against a non-surviving company:
a. May be asserted against an asset of the non-surviving company that vested in the surviving company as a result of the merger; and
b. Does not otherwise change.
3. Subject to subsection B, the following rules apply:
a. In addition to the remedy stated in subdivision 1, a creditor with a right under § 13.1-1099.10 that existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against:
(1) An asset of the surviving company, other than an asset of the non-surviving company that vested in the surviving company as a result of the merger;
(2) An asset of a continuing protected series;
(3) An asset of a protected series established by the surviving company as a result of the merger;
(4) If the creditor's right was against an asset of the non-surviving company, an asset of a relocated protected series; or
(5) If the creditor's right was against an asset of a relocated protected series, an asset of a relocated protected series.
b. In addition to the remedy stated in subdivision 2, a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against:
(1) An asset of a relocated protected series; or
(2) An asset of a non-surviving company that vested in the surviving company as a result of the merger.
B. For the purposes of subdivision A 3 and subdivisions B 1a, B 2a, and B 3a of § 13.1-1099.10, the incurrence date is deemed to be the date on which the merger becomes effective.
C. A merger under § 13.1-1099.16 does not affect the manner in which § 13.1-1099.10 applies to a liability incurred after the merger.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.22. No attribution of activities constituting transacting business or for establishing jurisdiction

In determining whether a foreign series limited liability company or foreign protected series of the foreign series limited liability company transacts business in the Commonwealth or is subject to the personal jurisdiction of the courts of the Commonwealth:
1. The activities and affairs of the foreign series limited liability company are not attributable to a foreign protected series of the foreign series limited liability company solely by reason of the foreign protected series being a foreign protected series of the foreign series limited liability company; and
2. The activities and affairs of a foreign protected series are not attributable to the foreign series limited liability company or another foreign protected series of the foreign series limited liability company solely by reason of the foreign protected series being a foreign protected series of the foreign series limited liability company.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.24. Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding

A. Not later than 30 days after becoming a party to a proceeding before a civil, criminal, administrative, or other adjudicative tribunal of the Commonwealth or a tribunal of the United States located in the Commonwealth:
1. A foreign series limited liability company shall disclose to each other party the name and the street and mailing addresses of:
a. Each foreign protected series of the foreign series limited liability company; and
b. Each foreign protected series manager of and an agent for service of process for each foreign protected series of the foreign series limited liability company; and
2. A foreign protected series of a foreign series limited liability company shall disclose to each other party the name and the street and mailing addresses of:
a. The foreign series limited liability company that established the foreign protected series, each person managing the foreign series limited liability company, and an agent for service of process for the foreign series limited liability company; and
b. Any other foreign protected series of the foreign series limited liability company and each protected series manager of and an agent for service of process for the other protected series.
B. If a foreign series limited liability company or foreign protected series challenges the personal jurisdiction of the tribunal, the requirement that the foreign series limited liability company or foreign protected series make disclosure under subsection A is tolled until the tribunal determines whether it has personal jurisdiction.
C. If a foreign series limited liability company or foreign protected series does not comply with subsection A, a party to the proceeding may:
1. Request the tribunal to treat the noncompliance as a failure to comply with the tribunal's discovery rules; or
2. Bring a separate proceeding in the tribunal to enforce subsection A.
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 12 - Virginia Limited Liability Company Act › § 13.1-1099.27. Relation to Electronic Signatures in Global and National Commerce Act

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) but does not modify, limit, or supersede § 101 of that Act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in § 103 of that Act (15 U.S.C. § 7003 (b)).
2019, c. 636.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 13 - Virginia Professional Limited Liability Company Act › § 13.1-1100. 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 professional limited liability companies subject to this chapter shall be governed by the amendment or repeal.
1992, c. 574.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 13 - Virginia Professional Limited Liability Company Act › § 13.1-1101. Legislative purpose

It is the legislative intent to provide for the association of a group of individuals and professional corporations, professional limited liability companies, or other business entities formed to provide professional services as a limited liability company to render the same professional service to the public for which those individuals or other business entities are required by law to be licensed or to obtain other legal authorization from the Commonwealth of Virginia.
1992, c. 574.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 13 - Virginia Professional Limited Liability Company Act › § 13.1-1101.1. Practice of certain professions by limited liability companies

Unless otherwise prohibited by law or regulation, the professional services defined in subsection A of § 13.1-1102 may be rendered in this Commonwealth by:
1. A limited liability company organized as a professional limited liability company pursuant to the provisions of this chapter;
2. A foreign limited liability company that has obtained a certificate of authority pursuant to the provisions of this chapter;
3. A limited liability company organized pursuant to the provisions of Chapter 12 (§ 13.1-1000 et seq.) of this title; or
4. A foreign limited liability company that has obtained a certificate of authority pursuant to the provisions of Chapter 12 (§ 13.1-1000 et seq.) of this title.
2003, c. 678.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 13 - Virginia Professional Limited Liability Company Act › § 13.1-1103. Who may become a member

One or more individuals or professional business entities (i) duly licensed or otherwise legally authorized to render the same professional services other than those of architects, professional engineers or land surveyors, or to use a title other than those of certified landscape architects or certified interior designers, of which at least one is duly licensed or otherwise legally authorized to render such professional services within the Commonwealth or (ii) complying with the provisions of § 13.1-1111 and duly licensed to render within the Commonwealth the professional services of architects, professional engineers or land surveyors, or legally authorized to use within the Commonwealth the title of certified landscape architects or certified interior designers, or any combination thereof, may become members of a limited liability company for pecuniary profit under the provisions of Chapter 12 (§ 13.1-1000 et seq.) of this title, for the sole and specific purpose of rendering the same and specific professional service, subject to any laws, not inconsistent with the provisions of this chapter, which are applicable to the practice of that profession in the limited liability company form.
1992, c. 574; 1994, c. 349; 1997, c. 133; 2000, c. 763.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 13 - Virginia Professional Limited Liability Company Act › § 13.1-1104. Use of initials "P.L.C.," "PLC," "P.L.L.C." or "PLLC" in company name

Any professional limited liability company as defined in § 13.1-1102 may, but is not required to, use the initials "P.L.C.," "PLC," "P.L.L.C." or "PLLC," or the phrase "professional limited company," "a professional limited company," "professional limited liability company," or "a professional limited liability company," at the end of its limited liability company name. Such initials or phrase may be used in the place of any words or abbreviation required by subsection A of § 13.1-1012.
1992, c. 574; 1996, c. 265; 2002, c. 608; 2003, c. 592.
2023 Code of Virginia › Title 13.1 - Corporations › Chapter 13 - Virginia Professional Limited Liability Company Act › § 13.1-1105. Certificate of authority for foreign professional limited liability company

A. Notwithstanding any other provision of this chapter, a foreign professional limited liability company, organized under the laws of a jurisdiction other than the Commonwealth of Virginia to perform a professional service of the type defined in § 13.1-1102, may apply for and obtain a certificate of authority to render those professional services in Virginia on the following terms and conditions:
1. Only members, managers, employees, and agents licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia.
2. The professional limited liability company must meet every requirement of this chapter except for the requirement that all of its members and managers be licensed to perform the professional service in this Commonwealth.
3. The powers of any foreign professional limited liability company admitted under this section shall not exceed the powers permitted to domestic professional limited liability companies under this chapter.
B. In order to qualify, a foreign professional limited liability company shall make application to the Commission as provided in § 13.1-1052 and shall make the application for and secure any certificate of authority, registration or registration certificate may be required by §§ 13.1-1111, 13.1-1112 or § 13.1-1113 and, in addition, shall be required to set forth the name and address of each member, manager, employee, and agent of the limited liability company who will be providing the professional service in this Commonwealth and whether those members, managers, employees, and agents are licensed, or otherwise legally qualified, to perform the professional service in Virginia.
1992, c. 574; 1996, c. 265.