{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1001.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1001.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1001.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1001.1.html"}],"law_id":83973,"edition_id":1,"section_id":83973,"structure_id":12818,"section_number":"13.1-1001.1","catch_line":"Construction","history":"1993, c. 113; 2003, c. 340.","full_text":"A\n\nUnless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.B\n\nSections 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\n\nThis 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.","order_by":null,"text":{"0":{"id":300969,"text":"Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":300970,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":300971,"text":"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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":12818,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148353,"object_type":"structure","relational_id":12818,"identifier":"1","token":"13.1\/12\/1","url":"\/13.1\/12\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":53976,"structure_id":12818,"section_number":"13.1-1000","catch_line":"Short title","url":"\/13.1-1000\/","token":"13.1\/12\/1\/13.1-1000","metadata":false},{"id":55030,"structure_id":12818,"section_number":"13.1-1001","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-1001\/","token":"13.1\/12\/1\/13.1-1001","metadata":false},{"id":83973,"structure_id":12818,"section_number":"13.1-1001.1","catch_line":"Construction","url":"\/13.1-1001.1\/","token":"13.1\/12\/1\/13.1-1001.1","metadata":false},{"id":65011,"structure_id":12818,"section_number":"13.1-1002","catch_line":"Definitions","url":"\/13.1-1002\/","token":"13.1\/12\/1\/13.1-1002","metadata":false},{"id":64425,"structure_id":12818,"section_number":"13.1-1003","catch_line":"Filing requirements","url":"\/13.1-1003\/","token":"13.1\/12\/1\/13.1-1003","metadata":false},{"id":72460,"structure_id":12818,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","url":"\/13.1-1003.1\/","token":"13.1\/12\/1\/13.1-1003.1","metadata":false},{"id":66237,"structure_id":12818,"section_number":"13.1-1004","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-1004\/","token":"13.1\/12\/1\/13.1-1004","metadata":false},{"id":57840,"structure_id":12818,"section_number":"13.1-1005","catch_line":"Fees","url":"\/13.1-1005\/","token":"13.1\/12\/1\/13.1-1005","metadata":false},{"id":67933,"structure_id":12818,"section_number":"13.1-1006","catch_line":"Penalty for signing false documents","url":"\/13.1-1006\/","token":"13.1\/12\/1\/13.1-1006","metadata":false},{"id":55171,"structure_id":12818,"section_number":"13.1-1007","catch_line":"Unlawful to transact or offer to transact business as a limited liability company unless authorized","url":"\/13.1-1007\/","token":"13.1\/12\/1\/13.1-1007","metadata":false}],"previous_section":{"id":55030,"structure_id":12818,"section_number":"13.1-1001","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-1001\/","token":"13.1\/12\/1\/13.1-1001","metadata":false},"next_section":{"id":65011,"structure_id":12818,"section_number":"13.1-1002","catch_line":"Definitions","url":"\/13.1-1002\/","token":"13.1\/12\/1\/13.1-1002","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1001.1\/","history_text":"

This law was first created in 1993. The record of its establishment is cataloged in chapter 113 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1993 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2003, chapter 340<\/a>.<\/p>","references":false,"refers_to":[{"id":78910,"section_number":"8.9A-406","catch_line":"Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective","order_by":null,"url":"\/8.9A-406\/"},{"id":86931,"section_number":"8.9A-408","catch_line":"Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective","order_by":null,"url":"\/8.9A-408\/"}],"permalink":{"id":148363,"object_type":"law","relational_id":83973,"identifier":"13.1-1001.1","token":"13.1\/12\/1\/13.1-1001.1","url":"\/13.1-1001.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1001.1\/","token":"13.1\/12\/1\/13.1-1001.1","dublin_core":{"Title":"Construction","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1001.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless displaced by particular provisions of this chapter, the principles of law<\/span> and equity<\/span> supplement this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Sections 9-406 and 9-408 of the Uniform Commercial Code, including §§ 8.9A-406<\/a> and 8.9A-408<\/a>, do not apply to any interest<\/span> in a limited liability company<\/span>, including all rights, powers and interests<\/span> arising under the articles of organization<\/span> or operating agreement<\/span> of a limited liability company<\/span> or this chapter. This provision prevails over §§ 8.9A-406<\/a> and 8.9A-408<\/a>, and is expressly intended to permit the enforcement as a fundamental matter of contract<\/span> among the members<\/span> of a limited liability company<\/span> of any provision of an operating agreement<\/span> that would otherwise be ineffective under § 9-406 or § 9-408 of the Uniform Commercial Code. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> This chapter shall be construed in furtherance of the policies of giving maximum effect to the principle of freedom of contract<\/span> and of enforcing operating agreements<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONSTRUCTION (\u00a7 13.1-1001.1)\n\nA. Unless displaced by particular provisions of this chapter, the principles of\nlaw and equity supplement this chapter.\n\nB. Sections 9-406 and 9-408 of the Uniform Commercial Code, including\n§§ 8.9A-406 and 8.9A-408, do not apply to any interest in a limited\nliability company, including all rights, powers and interests arising under the\narticles of organization or operating agreement of a limited liability company\nor this chapter. This provision prevails over §§ 8.9A-406 and\n8.9A-408, and is expressly intended to permit the enforcement as a fundamental\nmatter of contract among the members of a limited liability company of any\nprovision of an operating agreement that would otherwise be ineffective under\n§ 9-406 or § 9-408 of the Uniform Commercial Code.\n\nC. This chapter shall be construed in furtherance of the policies of giving\nmaximum effect to the principle of freedom of contract and of enforcing\noperating agreements.\n\nHISTORY: 1993, c. 113; 2003, c. 340.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}