{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1002.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1002.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1002.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1002.html"}],"law_id":65011,"edition_id":1,"section_id":65011,"structure_id":12818,"section_number":"13.1-1002","catch_line":"Definitions","history":"1991, c. 168; 1992, cc. 574, 575; 1993, c. 113; 1995, c. 168; 1996, c. 265; 1997, c. 190; 2001, c. 548; 2002, cc. 288, 621; 2003, c. 340; 2005, c. 255; 2006, c. 912; 2007, cc. 233, 639; 2009, cc. 450, 763; 2016, c. 288; 2019, c. 636; 2021, Sp. Sess. I, c. 487; 2022, c. 82.","full_text":"As used in this chapter, unless the context requires a different meaning:\n\t\t“Articles of organization” means all documents constituting, at any particular time, the articles of organization of a limited liability company. The articles of organization include the original articles of organization, the original certificate of organization issued by the Commission, and all amendments to the articles of organization. When the articles of organization have been restated pursuant to any articles of restatement, amendment, domestication, or merger, the articles of organization include only the restated articles of organization without the articles of restatement, amendment, domestication, or merger.\n\t\t“Assignee” means a person to which all or part of a membership interest has been transferred, whether or not the transferor is a member.\n\t\t“Bankruptcy” means, with respect to any person, being the subject of an order for relief under Title 11 of the United States Code.\n\t\t“Commission” means the State Corporation Commission of Virginia.\n\t\t“Contribution” means any cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a member contributes to a limited liability company in his capacity as a member.\n\t\t“Distribution” means a direct or indirect transfer of money or other property, or incurrence of indebtedness by a limited liability company, to or for the benefit of its members in respect of their interests.\n\t\t“Domestic,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.\n\t\t“Domestic business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Domestic corporation” has the same meaning as specified in \u00a7 13.1-603.\n\t\t“Domestic limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Domestic nonstock corporation” has the same meaning as “domestic corporation” as specified in \u00a7 13.1-803.\n\t\t“Domestic partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under \u00a7 50-73.88, or predecessor law of the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.\n\t\t“Domestic stock corporation” has the same meaning as “domestic corporation” as specified in \u00a7 13.1-603.\n\t\t“Effective date,” when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission, means the time and date determined in accordance with \u00a7 13.1-1004.\n\t\t“Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by the recipient through an automated process. Any term used in this definition that is defined in \u00a7 59.1-480 of the Uniform Electronic Transactions Act (\u00a7 59.1-479 et seq.) shall have the meaning set forth in that section.\n\t\t“Eligible interests” means, as to a partnership, partnership interest as specified in \u00a7 50-73.79; as to a limited partnership, partnership interest as specified in \u00a7 50-73.1; as to a business trust, the beneficial interest of a beneficial owner as specified in \u00a7 13.1-1226; as to a stock corporation, shares as specified in \u00a7 13.1-603; or, as to a nonstock corporation, membership interest as specified in \u00a7 13.1-803.\n\t\t“Entity” includes any domestic or foreign limited liability company, any domestic or foreign other business entity, any estate or trust, and any state, the United States, and any foreign government.\n\t\t“Entity conversion” means conversion. A certificate of entity conversion is the same as a certificate of conversion.\n\t\t“Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of a jurisdiction other than the Commonwealth.\n\t\t“Foreign business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Foreign corporation” has the same meaning as specified in \u00a7 13.1-603.\n\t\t“Foreign limited liability company” means an entity, excluding a foreign business trust, that is an unincorporated organization that is organized under laws other than the laws of the Commonwealth and that is denominated by that law as a limited liability company, and that affords to each of its members, pursuant to the laws under which it is organized, limited liability with respect to the liabilities of the entity.\n\t\t“Foreign limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Foreign nonstock corporation” has the same meaning as “foreign corporation” as specified in \u00a7 13.1-803.\n\t\t“Foreign partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.\n\t\t“Foreign protected series” means a protected series established by a foreign series limited liability company and having attributes comparable to a protected series established under Article 16 (\u00a7 13.1-1088 et seq.). The term applies whether or not the law under which the foreign series limited liability company is organized refers to “protected series” or “series.”\n\t\t“Foreign registered limited liability partnership” has the same meanings as specified in \u00a7\u00a7 50-2 and 50-73.79.\n\t\t“Foreign series limited liability company” means a foreign limited liability company having at least one foreign protected series.\n\t\t“Foreign stock corporation” has the same meaning as “foreign corporation” as specified in \u00a7 13.1-603.\n\t\t“Jurisdiction,” when used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.\n\t\t“Jurisdiction of formation” means the state or country the law of which includes the organic law governing a domestic or foreign limited liability company or other business entity.\n\t\t“Limited liability company” or “domestic limited liability company” means an entity that is an unincorporated organization organized and existing under this chapter, or that has become a domestic limited liability company of the Commonwealth pursuant to \u00a7 13.1-1010.3 as it existed prior to its repeal, even though also being a non-United States entity organized under laws other than the laws of the Commonwealth, or that has become a domestic limited liability company of the Commonwealth pursuant to \u00a7 56-1, even though also being a non-United States entity organized under laws other than the laws of the Commonwealth, or that has become a domestic limited liability company of the Commonwealth pursuant to \u00a7 13.1-1010.1 as it existed prior to its repeal, or that has become a domestic limited liability company of the Commonwealth pursuant to Article 12.2 (\u00a7 13.1-722.8 et seq.) of Chapter 9, Article 17.1 (\u00a7 13.1-944.1 et seq.) of Chapter 10, Article 14 (\u00a7 13.1-1074 et seq.) or Article 15 (\u00a7 13.1-1081 et seq.) of this chapter, or Article 12 (\u00a7 13.1-1264 et seq.) of Chapter 14. A limited liability company’s status for federal tax purposes shall not affect its status as a distinct entity organized and existing under this chapter.\n\t\t“Manager” or “managers” means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in the articles of organization or an operating agreement.\n\t\t“Manager-managed limited liability company” means a limited liability company that is managed by a manager or managers as provided for in its articles of organization or an operating agreement.\n\t\t“Member” means a person that has been admitted to membership in a limited liability company as provided in \u00a7 13.1-1038.1 and that has not ceased to be a member.\n\t\t“Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.\n\t\t“Membership interest” or “interest” means a member’s share of the profits and the losses of the limited liability company and the right to receive distributions of the limited liability company’s assets.\n\t\t“Non-United States entity” means a foreign limited liability company (other than one formed under the laws of a state), or a corporation, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business, including a partnership, formed, incorporated, organized, created or that otherwise came into being under the laws of any foreign country or other foreign jurisdiction (other than any state).\n\t\t“Operating agreement” means an agreement of the members as to the affairs of a limited liability company and the conduct of its business, or a writing or agreement of a limited liability company with one member that satisfies the requirements of subdivision A 2 of \u00a7 13.1-1023.\n\t\t“Organic law” means the statute governing the internal affairs of a domestic or foreign limited liability company or other business entity.\n\t\t“Organization surrender” has the same meaning as specified in \u00a7 13.1-1074. A certificate of organization surrender is the same as a certificate of domestication.\n\t\t“Other business entity” means a domestic or foreign partnership, limited partnership, business trust, stock corporation, or nonstock corporation.\n\t\t“Person” has the same meaning as specified in \u00a7 13.1-603. “Person” includes a protected series.\n\t\t“Principal office” means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign limited liability company are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the limited liability company. The designation of the principal office in the most recent statement of change filed pursuant to \u00a7 13.1-1018.1 shall be conclusive for the purpose of this chapter.\n\t\t“Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.\n\t\t“Protected series,” except in the term “foreign protected series,” means a person established under \u00a7 13.1-1095.\n\t\t“Record,” when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.\n\t\t“Registered limited liability partnership” has the same meaning as specified in \u00a7 50-73.79.\n\t\t“Series limited liability company,” except in the term “foreign series limited liability company,” means a limited liability company having at least one protected series.\n\t\t“Sign” means, with present intent to authenticate or adopt a record, to execute or adopt a tangible symbol or to attach to or logically associate with the record an electronic symbol, sound, or process.\n\t\t“State,” when referring to a part of the United States, includes a state, commonwealth and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession, and their agencies and governmental subdivisions, of the United States.\n\t\t“Transfer” includes an assignment, a conveyance, a sale, a lease, an encumbrance including a mortgage or security interest, a gift, and a transfer by operation of law.\n\t\t“United States” includes a district, authority, bureau, commission, department, and any other agency of the United States.","order_by":null,"text":{"0":{"id":236673,"text":"As used in this chapter, unless the context requires a different meaning:\n\t\t“Articles of organization” means all documents constituting, at any particular time, the articles of organization of a limited liability company. The articles of organization include the original articles of organization, the original certificate of organization issued by the Commission, and all amendments to the articles of organization. When the articles of organization have been restated pursuant to any articles of restatement, amendment, domestication, or merger, the articles of organization include only the restated articles of organization without the articles of restatement, amendment, domestication, or merger.\n\t\t“Assignee” means a person to which all or part of a membership interest has been transferred, whether or not the transferor is a member.\n\t\t“Bankruptcy” means, with respect to any person, being the subject of an order for relief under Title 11 of the United States Code.\n\t\t“Commission” means the State Corporation Commission of Virginia.\n\t\t“Contribution” means any cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a member contributes to a limited liability company in his capacity as a member.\n\t\t“Distribution” means a direct or indirect transfer of money or other property, or incurrence of indebtedness by a limited liability company, to or for the benefit of its members in respect of their interests.\n\t\t“Domestic,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.\n\t\t“Domestic business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Domestic corporation” has the same meaning as specified in \u00a7 13.1-603.\n\t\t“Domestic limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Domestic nonstock corporation” has the same meaning as “domestic corporation” as specified in \u00a7 13.1-803.\n\t\t“Domestic partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under \u00a7 50-73.88, or predecessor law of the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.\n\t\t“Domestic stock corporation” has the same meaning as “domestic corporation” as specified in \u00a7 13.1-603.\n\t\t“Effective date,” when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission, means the time and date determined in accordance with \u00a7 13.1-1004.\n\t\t“Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by the recipient through an automated process. Any term used in this definition that is defined in \u00a7 59.1-480 of the Uniform Electronic Transactions Act (\u00a7 59.1-479 et seq.) shall have the meaning set forth in that section.\n\t\t“Eligible interests” means, as to a partnership, partnership interest as specified in \u00a7 50-73.79; as to a limited partnership, partnership interest as specified in \u00a7 50-73.1; as to a business trust, the beneficial interest of a beneficial owner as specified in \u00a7 13.1-1226; as to a stock corporation, shares as specified in \u00a7 13.1-603; or, as to a nonstock corporation, membership interest as specified in \u00a7 13.1-803.\n\t\t“Entity” includes any domestic or foreign limited liability company, any domestic or foreign other business entity, any estate or trust, and any state, the United States, and any foreign government.\n\t\t“Entity conversion” means conversion. A certificate of entity conversion is the same as a certificate of conversion.\n\t\t“Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of a jurisdiction other than the Commonwealth.\n\t\t“Foreign business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Foreign corporation” has the same meaning as specified in \u00a7 13.1-603.\n\t\t“Foreign limited liability company” means an entity, excluding a foreign business trust, that is an unincorporated organization that is organized under laws other than the laws of the Commonwealth and that is denominated by that law as a limited liability company, and that affords to each of its members, pursuant to the laws under which it is organized, limited liability with respect to the liabilities of the entity.\n\t\t“Foreign limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Foreign nonstock corporation” has the same meaning as “foreign corporation” as specified in \u00a7 13.1-803.\n\t\t“Foreign partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.\n\t\t“Foreign protected series” means a protected series established by a foreign series limited liability company and having attributes comparable to a protected series established under Article 16 (\u00a7 13.1-1088 et seq.). The term applies whether or not the law under which the foreign series limited liability company is organized refers to “protected series” or “series.”\n\t\t“Foreign registered limited liability partnership” has the same meanings as specified in \u00a7\u00a7 50-2 and 50-73.79.\n\t\t“Foreign series limited liability company” means a foreign limited liability company having at least one foreign protected series.\n\t\t“Foreign stock corporation” has the same meaning as “foreign corporation” as specified in \u00a7 13.1-603.\n\t\t“Jurisdiction,” when used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.\n\t\t“Jurisdiction of formation” means the state or country the law of which includes the organic law governing a domestic or foreign limited liability company or other business entity.\n\t\t“Limited liability company” or “domestic limited liability company” means an entity that is an unincorporated organization organized and existing under this chapter, or that has become a domestic limited liability company of the Commonwealth pursuant to \u00a7 13.1-1010.3 as it existed prior to its repeal, even though also being a non-United States entity organized under laws other than the laws of the Commonwealth, or that has become a domestic limited liability company of the Commonwealth pursuant to \u00a7 56-1, even though also being a non-United States entity organized under laws other than the laws of the Commonwealth, or that has become a domestic limited liability company of the Commonwealth pursuant to \u00a7 13.1-1010.1 as it existed prior to its repeal, or that has become a domestic limited liability company of the Commonwealth pursuant to Article 12.2 (\u00a7 13.1-722.8 et seq.) of Chapter 9, Article 17.1 (\u00a7 13.1-944.1 et seq.) of Chapter 10, Article 14 (\u00a7 13.1-1074 et seq.) or Article 15 (\u00a7 13.1-1081 et seq.) of this chapter, or Article 12 (\u00a7 13.1-1264 et seq.) of Chapter 14. A limited liability company’s status for federal tax purposes shall not affect its status as a distinct entity organized and existing under this chapter.\n\t\t“Manager” or “managers” means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in the articles of organization or an operating agreement.\n\t\t“Manager-managed limited liability company” means a limited liability company that is managed by a manager or managers as provided for in its articles of organization or an operating agreement.\n\t\t“Member” means a person that has been admitted to membership in a limited liability company as provided in \u00a7 13.1-1038.1 and that has not ceased to be a member.\n\t\t“Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.\n\t\t“Membership interest” or “interest” means a member’s share of the profits and the losses of the limited liability company and the right to receive distributions of the limited liability company’s assets.\n\t\t“Non-United States entity” means a foreign limited liability company (other than one formed under the laws of a state), or a corporation, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business, including a partnership, formed, incorporated, organized, created or that otherwise came into being under the laws of any foreign country or other foreign jurisdiction (other than any state).\n\t\t“Operating agreement” means an agreement of the members as to the affairs of a limited liability company and the conduct of its business, or a writing or agreement of a limited liability company with one member that satisfies the requirements of subdivision A 2 of \u00a7 13.1-1023.\n\t\t“Organic law” means the statute governing the internal affairs of a domestic or foreign limited liability company or other business entity.\n\t\t“Organization surrender” has the same meaning as specified in \u00a7 13.1-1074. A certificate of organization surrender is the same as a certificate of domestication.\n\t\t“Other business entity” means a domestic or foreign partnership, limited partnership, business trust, stock corporation, or nonstock corporation.\n\t\t“Person” has the same meaning as specified in \u00a7 13.1-603. “Person” includes a protected series.\n\t\t“Principal office” means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign limited liability company are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the limited liability company. The designation of the principal office in the most recent statement of change filed pursuant to \u00a7 13.1-1018.1 shall be conclusive for the purpose of this chapter.\n\t\t“Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.\n\t\t“Protected series,” except in the term “foreign protected series,” means a person established under \u00a7 13.1-1095.\n\t\t“Record,” when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.\n\t\t“Registered limited liability partnership” has the same meaning as specified in \u00a7 50-73.79.\n\t\t“Series limited liability company,” except in the term “foreign series limited liability company,” means a limited liability company having at least one protected series.\n\t\t“Sign” means, with present intent to authenticate or adopt a record, to execute or adopt a tangible symbol or to attach to or logically associate with the record an electronic symbol, sound, or process.\n\t\t“State,” when referring to a part of the United States, includes a state, commonwealth and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession, and their agencies and governmental subdivisions, of the United States.\n\t\t“Transfer” includes an assignment, a conveyance, a sale, a lease, an encumbrance including a mortgage or security interest, a gift, and a transfer by operation of law.\n\t\t“United States” includes a district, authority, bureau, commission, department, and any other agency of the United States.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1002\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 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 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 15 times. 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. Those modifications are as follows: in 1992, chapters 574 and 575; in 1993, chapter 113; in 1995, chapter 168<\/a>; in 1996, chapter 265<\/a>; in 1997, chapter 190<\/a>; in 2001, chapter 548<\/a>; in 2002, chapters 288<\/a> and 621<\/a>; in 2003, chapter 340<\/a>; in 2005, chapter 255<\/a>; in 2006, chapter 912<\/a>; in 2007, chapters 233<\/a> and 639<\/a>; in 2009, chapters 450<\/a> and 763<\/a>; in 2016, chapter 288<\/a>; in 2019, chapter 636<\/a>; in 2022, chapter 82<\/a>.<\/p>","references":[{"id":57431,"section_number":"13.1-1102","catch_line":"Definitions","order_by":null,"url":"\/13.1-1102\/"},{"id":68199,"section_number":"13.1-1201","catch_line":"Definitions","order_by":null,"url":"\/13.1-1201\/"},{"id":79485,"section_number":"13.1-1264","catch_line":"Definitions","order_by":null,"url":"\/13.1-1264\/"},{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":65210,"section_number":"13.1-803","catch_line":"Definitions","order_by":null,"url":"\/13.1-803\/"},{"id":55018,"section_number":"13.1-944.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-944.1\/"},{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"},{"id":64250,"section_number":"56-1","catch_line":"Definitions","order_by":null,"url":"\/56-1\/"}],"refers_to":[{"id":66237,"section_number":"13.1-1004","catch_line":"Issuance of certificate by Commission; recordation of documents","order_by":null,"url":"\/13.1-1004\/"},{"id":83729,"section_number":"13.1-1010.1","catch_line":"Repealed","order_by":null,"url":"\/13.1-1010.1\/"},{"id":69832,"section_number":"13.1-1018.1","catch_line":"Change of principal office","order_by":null,"url":"\/13.1-1018.1\/"},{"id":59774,"section_number":"13.1-1023","catch_line":"Operating agreement","order_by":null,"url":"\/13.1-1023\/"},{"id":77266,"section_number":"13.1-1038.1","catch_line":"Admission of members","order_by":null,"url":"\/13.1-1038.1\/"},{"id":81305,"section_number":"13.1-1074","catch_line":"Definitions","order_by":null,"url":"\/13.1-1074\/"},{"id":70285,"section_number":"13.1-1081","catch_line":"Definitions","order_by":null,"url":"\/13.1-1081\/"},{"id":66470,"section_number":"13.1-1088","catch_line":"Definitions","order_by":null,"url":"\/13.1-1088\/"},{"id":62260,"section_number":"13.1-1095","catch_line":"Protected series designation; amendment","order_by":null,"url":"\/13.1-1095\/"},{"id":68199,"section_number":"13.1-1201","catch_line":"Definitions","order_by":null,"url":"\/13.1-1201\/"},{"id":61059,"section_number":"13.1-1226","catch_line":"Beneficial interests","order_by":null,"url":"\/13.1-1226\/"},{"id":79485,"section_number":"13.1-1264","catch_line":"Definitions","order_by":null,"url":"\/13.1-1264\/"},{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":86100,"section_number":"13.1-722.8","catch_line":"Definitions","order_by":null,"url":"\/13.1-722.8\/"},{"id":65210,"section_number":"13.1-803","catch_line":"Definitions","order_by":null,"url":"\/13.1-803\/"},{"id":55018,"section_number":"13.1-944.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-944.1\/"},{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"},{"id":76467,"section_number":"50-73.79","catch_line":"Definitions","order_by":null,"url":"\/50-73.79\/"},{"id":75229,"section_number":"50-73.88","catch_line":"Formation of partnership","order_by":null,"url":"\/50-73.88\/"},{"id":64250,"section_number":"56-1","catch_line":"Definitions","order_by":null,"url":"\/56-1\/"},{"id":60668,"section_number":"59.1-479","catch_line":"Title","order_by":null,"url":"\/59.1-479\/"},{"id":69066,"section_number":"59.1-480","catch_line":"Definitions","order_by":null,"url":"\/59.1-480\/"}],"permalink":{"id":148367,"object_type":"law","relational_id":65011,"identifier":"13.1-1002","token":"13.1\/12\/1\/13.1-1002","url":"\/13.1-1002\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1002\/","token":"13.1\/12\/1\/13.1-1002","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1002","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this chapter, unless the context requires a different meaning:\n\t\t“Articles of organization<\/span>” means all documents constituting, at any particular time, the articles of organization<\/span> of a limited liability company<\/span>. The articles of organization<\/span> include the original articles of organization<\/span>, the original certificate of organization issued by the Commission<\/span>, and all amendments to the articles of organization<\/span>. When the articles of organization<\/span> have been restated pursuant to any articles of restatement, amendment, domestication, or merger, the articles of organization<\/span> include only the restated articles of organization<\/span> without the articles of restatement, amendment, domestication, or merger.\n\t\t“Assignee<\/span>” means a person<\/span> to which all or part of a membership interest<\/span> has been transferred, whether or not the transferor is a member<\/span>.\n\t\t“Bankruptcy<\/span>” means, with respect to any person<\/span>, being the subject of an order<\/span> for relief under Title 11 of the United States<\/span> Code.\n\t\t“Commission<\/span>” means the State Corporation Commission<\/span> of Virginia.\n\t\t“Contribution<\/span>” means any cash, property<\/span> or services rendered, or a promissory note or other binding obligation to contribute cash or property<\/span> or to perform services, which a member<\/span> contributes to a limited liability company<\/span> in his capacity as a member<\/span>.\n\t\t“Distribution<\/span>” means a direct or indirect transfer<\/span> of money or other property<\/span>, or incurrence of indebtedness by a limited liability company<\/span>, to or for the benefit of its members<\/span> in respect of their interests<\/span>.\n\t\t“Domestic,” with respect to an entity, means an entity governed as to its internal affairs by the organic law<\/span> of the Commonwealth.\n\t\t“Domestic business trust<\/span>” has the same meaning as specified in \u00a7 13.1-1201<\/a>.\n\t\t“Domestic corporation<\/span>” has the same meaning as specified in \u00a7 13.1-603<\/a>.\n\t\t“Domestic limited partnership<\/span>” has the same meaning as specified in \u00a7 50-73.1<\/a>.\n\t\t“Domestic nonstock corporation<\/span>” has the same meaning as “domestic corporation<\/span>” as specified in \u00a7 13.1-803<\/a>.\n\t\t“Domestic partnership<\/span>” means an association of two or more persons<\/span> to carry on as co-owners a business for profit formed under \u00a7 50-73.88<\/a>, or predecessor law of the Commonwealth, and includes, for all purposes of the laws<\/span> of the Commonwealth, a registered limited liability partnership<\/span>.\n\t\t“Domestic stock corporation<\/span>” has the same meaning as “domestic corporation<\/span>” as specified in \u00a7 13.1-603<\/a>.\n\t\t“Effective date,” when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission<\/span>, means the time and date determined in accordance with \u00a7 13.1-1004<\/a>.\n\t\t“Electronic transmission<\/span>” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by the recipient through an automated process. Any term used in this definition that is defined in \u00a7 59.1-480<\/a> of the Uniform Electronic Transactions Act (\u00a7 59.1-479<\/a> et seq.) shall have the meaning set forth in that section.\n\t\t“Eligible interests<\/span>” means, as to a partnership, partnership interest as specified in \u00a7 50-73.79<\/a>; as to a limited partnership, partnership interest as specified in \u00a7 50-73.1<\/a>; as to a business trust, the beneficial interest of a beneficial owner as specified in \u00a7 13.1-1226<\/a>; as to a stock corporation, shares as specified in \u00a7 13.1-603<\/a>; or, as to a nonstock corporation, membership interest<\/span> as specified in \u00a7 13.1-803<\/a>.\n\t\t“Entity” includes any domestic or foreign limited liability company<\/span><\/span>, any domestic or foreign other business entity<\/span>, any estate or trust, and any state, the United States<\/span>, and any foreign government.\n\t\t“Entity conversion<\/span>” means conversion. A certificate of entity conversion<\/span> is the same as a certificate of conversion.\n\t\t“Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the organic law<\/span> of a jurisdiction other than the Commonwealth.\n\t\t“Foreign business trust<\/span>” has the same meaning as specified in \u00a7 13.1-1201<\/a>.\n\t\t“Foreign corporation<\/span>” has the same meaning as specified in \u00a7 13.1-603<\/a>.\n\t\t“Foreign limited liability company<\/span><\/span>” means an entity, excluding a foreign business trust<\/span>, that is an unincorporated organization that is organized under laws<\/span> other than the laws<\/span> of the Commonwealth and that is denominated by that law as a limited liability company<\/span>, and that affords to each of its members<\/span>, pursuant to the laws<\/span> under which it is organized, limited liability with respect to the liabilities of the entity.\n\t\t“Foreign limited partnership<\/span>” has the same meaning as specified in \u00a7 50-73.1<\/a>.\n\t\t“Foreign nonstock corporation<\/span>” has the same meaning as “foreign corporation<\/span>” as specified in \u00a7 13.1-803<\/a>.\n\t\t“Foreign partnership<\/span>” means an association of two or more persons<\/span> to carry on as co-owners a business for profit formed under the laws<\/span> of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws<\/span> of the Commonwealth, a foreign registered limited liability partnership<\/span>.\n\t\t“Foreign protected series<\/span>” means a protected series established by a foreign series limited liability company<\/span><\/span> and having attributes comparable to a protected series established under Article 16 (\u00a7 13.1-1088<\/a> et seq.). The term applies whether or not the law under which the foreign series limited liability company<\/span><\/span> is organized refers to “protected series” or “series.”\n\t\t“Foreign registered limited liability partnership<\/span>” has the same meanings as specified in \u00a7\u00a7 50-2 and 50-73.79<\/a>.\n\t\t“Foreign series limited liability company<\/span><\/span>” means a foreign limited liability company<\/span><\/span> having at least one foreign protected series<\/span>.\n\t\t“Foreign stock corporation<\/span>” has the same meaning as “foreign corporation<\/span>” as specified in \u00a7 13.1-603<\/a>.\n\t\t“Jurisdiction,” when used to refer to a political entity, means the United States<\/span>, a state, a foreign country, or a political subdivision of a foreign country.\n\t\t“Jurisdiction of formation<\/span>” means the state or country the law of which includes the organic law<\/span> governing a domestic or foreign limited liability company<\/span><\/span> or other business entity<\/span>.\n\t\t“Limited liability company<\/span>” or “domestic limited liability company<\/span><\/span>” means an entity that is an unincorporated organization organized and existing under this chapter, or that has become a domestic limited liability company<\/span><\/span> of the Commonwealth pursuant to \u00a7 13.1-1010.3 as it existed prior to its repeal, even though also being a non-United States<\/span> entity<\/span> organized under laws<\/span> other than the laws<\/span> of the Commonwealth, or that has become a domestic limited liability company<\/span><\/span> of the Commonwealth pursuant to \u00a7 56-1<\/a>, even though also being a non-United States<\/span> entity<\/span> organized under laws<\/span> other than the laws<\/span> of the Commonwealth, or that has become a domestic limited liability company<\/span><\/span> of the Commonwealth pursuant to \u00a7 13.1-1010.1<\/a> as it existed prior to its repeal, or that has become a domestic limited liability company<\/span><\/span> of the Commonwealth pursuant to Article 12.2 (\u00a7 13.1-722.8<\/a> et seq.) of Chapter 9, Article 17.1 (\u00a7 13.1-944.1<\/a> et seq.) of Chapter 10, Article 14 (\u00a7 13.1-1074<\/a> et seq.) or Article 15 (\u00a7 13.1-1081<\/a> et seq.) of this chapter, or Article 12 (\u00a7 13.1-1264<\/a> et seq.) of Chapter 14. A limited liability company<\/span>’s status for federal tax purposes shall not affect its status as a distinct entity organized and existing under this chapter.\n\t\t“Manager<\/span>” or “managers<\/span><\/span>” means a person<\/span> or persons<\/span> designated by the members<\/span> of a limited liability company<\/span> to manage the limited liability company<\/span> as provided in the articles of organization<\/span> or an operating agreement<\/span>.\n\t\t“Manager<\/span>-managed limited liability company<\/span><\/span>” means a limited liability company<\/span> that is managed by a manager<\/span> or managers<\/span><\/span> as provided for in its articles of organization<\/span> or an operating agreement<\/span>.\n\t\t“Member<\/span>” means a person<\/span> that has been admitted to membership in a limited liability company<\/span> as provided in \u00a7 13.1-1038.1<\/a> and that has not ceased to be a member<\/span>.\n\t\t“Member<\/span>-managed limited liability company<\/span><\/span>” means a limited liability company<\/span> that is not a manager<\/span>-managed limited liability company<\/span><\/span>.\n\t\t“Membership interest<\/span>” or “interest” means a member<\/span>’s share of the profits and the losses of the limited liability company<\/span> and the right to receive distributions<\/span> of the limited liability company<\/span>’s assets<\/span>.\n\t\t“Non-United States<\/span> entity<\/span>” means a foreign limited liability company<\/span><\/span> (other than one formed under the laws<\/span> of a state), or a corporation, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business, including a partnership, formed, incorporated, organized, created or that otherwise came into being under the laws<\/span> of any foreign country or other foreign jurisdiction (other than any state).\n\t\t“Operating agreement<\/span>” means an agreement of the members<\/span> as to the affairs of a limited liability company<\/span> and the conduct of its business, or a writing or agreement of a limited liability company<\/span> with one member<\/span> that satisfies the requirements of subdivision A 2 of \u00a7 13.1-1023<\/a>.\n\t\t“Organic law<\/span>” means the statute<\/span> governing the internal affairs of a domestic or foreign limited liability company<\/span><\/span> or other business entity<\/span>.\n\t\t“Organization surrender<\/span>” has the same meaning as specified in \u00a7 13.1-1074<\/a>. A certificate of organization surrender<\/span> is the same as a certificate of domestication.\n\t\t“Other business entity<\/span>” means a domestic or foreign partnership<\/span>, limited partnership, business trust, stock corporation, or nonstock corporation.\n\t\t“Person<\/span>” has the same meaning as specified in \u00a7 13.1-603<\/a>. “Person<\/span>” includes a protected series.\n\t\t“Principal office<\/span>” means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign limited liability company<\/span><\/span> are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the limited liability company<\/span>. The designation of the principal office<\/span> in the most recent statement of change filed pursuant to \u00a7 13.1-1018.1<\/a> shall be conclusive for the purpose of this chapter.\n\t\t“Property<\/span>” means all property<\/span>, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.\n\t\t“Protected series,” except in the term “foreign protected series<\/span>,” means a person<\/span> established under \u00a7 13.1-1095<\/a>.\n\t\t“Record,” when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.\n\t\t“Registered limited liability partnership<\/span>” has the same meaning as specified in \u00a7 50-73.79<\/a>.\n\t\t“Series limited liability company<\/span>,” except in the term “foreign series limited liability company<\/span><\/span>,” means a limited liability company<\/span> having at least one protected series.\n\t\t“Sign” means, with present intent<\/span> to authenticate or adopt a record, to execute or adopt a tangible symbol or to attach to or logically associate with the record an electronic symbol, sound, or process.\n\t\t“State,” when referring to a part of the United States<\/span>, includes a state, commonwealth and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession<\/span>, and their agencies and governmental subdivisions, of the United States<\/span>.\n\t\t“Transfer<\/span>” includes an assignment, a conveyance, a sale, a lease, an encumbrance including a mortgage or security interest, a gift, and a transfer<\/span> by operation of law.\n\t\t“United States<\/span>” includes a district, authority, bureau, commission<\/span>, department, and any other agency of the United States<\/span>.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-1002)\n\nAs used in this chapter, unless the context requires a different meaning:\n\t\t“Articles of organization” means all documents constituting, at\nany particular time, the articles of organization of a limited liability\ncompany. The articles of organization include the original articles of\norganization, the original certificate of organization issued by the Commission,\nand all amendments to the articles of organization. When the articles of\norganization have been restated pursuant to any articles of restatement,\namendment, domestication, or merger, the articles of organization include only\nthe restated articles of organization without the articles of restatement,\namendment, domestication, or merger.\n\t\t“Assignee” means a person to which all or part of a membership\ninterest has been transferred, whether or not the transferor is a member.\n\t\t“Bankruptcy” means, with respect to any person, being the subject\nof an order for relief under Title 11 of the United States Code.\n\t\t“Commission” means the State Corporation Commission of Virginia.\n\t\t“Contribution” means any cash, property or services rendered, or a\npromissory note or other binding obligation to contribute cash or property or to\nperform services, which a member contributes to a limited liability company in\nhis capacity as a member.\n\t\t“Distribution” means a direct or indirect transfer of money or\nother property, or incurrence of indebtedness by a limited liability company, to\nor for the benefit of its members in respect of their interests.\n\t\t“Domestic,” with respect to an entity, means an entity governed as\nto its internal affairs by the organic law of the Commonwealth.\n\t\t“Domestic business trust” has the same meaning as specified in \u00a7\n13.1-1201.\n\t\t“Domestic corporation” has the same meaning as specified in \u00a7\n13.1-603.\n\t\t“Domestic limited partnership” has the same meaning as specified\nin \u00a7 50-73.1.\n\t\t“Domestic nonstock corporation” has the same meaning as\n“domestic corporation” as specified in \u00a7 13.1-803.\n\t\t“Domestic partnership” means an association of two or more persons\nto carry on as co-owners a business for profit formed under \u00a7 50-73.88, or\npredecessor law of the Commonwealth, and includes, for all purposes of the laws\nof the Commonwealth, a registered limited liability partnership.\n\t\t“Domestic stock corporation” has the same meaning as\n“domestic corporation” as specified in \u00a7 13.1-603.\n\t\t“Effective date,” when referring to a document for which\neffectiveness is contingent upon issuance of a certificate by the Commission,\nmeans the time and date determined in accordance with \u00a7 13.1-1004.\n\t\t“Electronic transmission” means any form of communication, not\ndirectly involving the physical transmission of paper, that creates a record\nthat may be retained, retrieved, and reviewed by a recipient thereof, and that\nmay be directly reproduced in paper form by the recipient through an automated\nprocess. Any term used in this definition that is defined in \u00a7 59.1-480 of the\nUniform Electronic Transactions Act (\u00a7 59.1-479 et seq.) shall have the meaning\nset forth in that section.\n\t\t“Eligible interests” means, as to a partnership, partnership\ninterest as specified in \u00a7 50-73.79; as to a limited partnership, partnership\ninterest as specified in \u00a7 50-73.1; as to a business trust, the beneficial\ninterest of a beneficial owner as specified in \u00a7 13.1-1226; as to a stock\ncorporation, shares as specified in \u00a7 13.1-603; or, as to a nonstock\ncorporation, membership interest as specified in \u00a7 13.1-803.\n\t\t“Entity” includes any domestic or foreign limited liability\ncompany, any domestic or foreign other business entity, any estate or trust, and\nany state, the United States, and any foreign government.\n\t\t“Entity conversion” means conversion. A certificate of entity\nconversion is the same as a certificate of conversion.\n\t\t“Foreign,” with respect to an entity, means an entity governed as\nto its internal affairs by the organic law of a jurisdiction other than the\nCommonwealth.\n\t\t“Foreign business trust” has the same meaning as specified in \u00a7\n13.1-1201.\n\t\t“Foreign corporation” has the same meaning as specified in \u00a7\n13.1-603.\n\t\t“Foreign limited liability company” means an entity, excluding a\nforeign business trust, that is an unincorporated organization that is organized\nunder laws other than the laws of the Commonwealth and that is denominated by\nthat law as a limited liability company, and that affords to each of its\nmembers, pursuant to the laws under which it is organized, limited liability\nwith respect to the liabilities of the entity.\n\t\t“Foreign limited partnership” has the same meaning as specified in\n\u00a7 50-73.1.\n\t\t“Foreign nonstock corporation” has the same meaning as\n“foreign corporation” as specified in \u00a7 13.1-803.\n\t\t“Foreign partnership” means an association of two or more persons\nto carry on as co-owners a business for profit formed under the laws of any\nstate or jurisdiction other than the Commonwealth, and includes, for all\npurposes of the laws of the Commonwealth, a foreign registered limited liability\npartnership.\n\t\t“Foreign protected series” means a protected series established by\na foreign series limited liability company and having attributes comparable to a\nprotected series established under Article 16 (\u00a7 13.1-1088 et seq.). The term\napplies whether or not the law under which the foreign series limited liability\ncompany is organized refers to “protected series” or\n“series.”\n\t\t“Foreign registered limited liability partnership” has the same\nmeanings as specified in \u00a7\u00a7 50-2 and 50-73.79.\n\t\t“Foreign series limited liability company” means a foreign limited\nliability company having at least one foreign protected series.\n\t\t“Foreign stock corporation” has the same meaning as “foreign\ncorporation” as specified in \u00a7 13.1-603.\n\t\t“Jurisdiction,” when used to refer to a political entity, means\nthe United States, a state, a foreign country, or a political subdivision of a\nforeign country.\n\t\t“Jurisdiction of formation” means the state or country the law of\nwhich includes the organic law governing a domestic or foreign limited liability\ncompany or other business entity.\n\t\t“Limited liability company” or “domestic limited liability\ncompany” means an entity that is an unincorporated organization organized\nand existing under this chapter, or that has become a domestic limited liability\ncompany of the Commonwealth pursuant to \u00a7 13.1-1010.3 as it existed prior to\nits repeal, even though also being a non-United States entity organized under\nlaws other than the laws of the Commonwealth, or that has become a domestic\nlimited liability company of the Commonwealth pursuant to \u00a7 56-1, even though\nalso being a non-United States entity organized under laws other than the laws\nof the Commonwealth, or that has become a domestic limited liability company of\nthe Commonwealth pursuant to \u00a7 13.1-1010.1 as it existed prior to its repeal,\nor that has become a domestic limited liability company of the Commonwealth\npursuant to Article 12.2 (\u00a7 13.1-722.8 et seq.) of Chapter 9, Article 17.1 (\u00a7\n13.1-944.1 et seq.) of Chapter 10, Article 14 (\u00a7 13.1-1074 et seq.) or Article\n15 (\u00a7 13.1-1081 et seq.) of this chapter, or Article 12 (\u00a7 13.1-1264 et seq.)\nof Chapter 14. A limited liability company’s status for federal tax\npurposes shall not affect its status as a distinct entity organized and existing\nunder this chapter.\n\t\t“Manager” or “managers” means a person or persons\ndesignated by the members of a limited liability company to manage the limited\nliability company as provided in the articles of organization or an operating\nagreement.\n\t\t“Manager-managed limited liability company” means a limited\nliability company that is managed by a manager or managers as provided for in\nits articles of organization or an operating agreement.\n\t\t“Member” means a person that has been admitted to membership in a\nlimited liability company as provided in \u00a7 13.1-1038.1 and that has not ceased\nto be a member.\n\t\t“Member-managed limited liability company” means a limited\nliability company that is not a manager-managed limited liability company.\n\t\t“Membership interest” or “interest” means a\nmember’s share of the profits and the losses of the limited liability\ncompany and the right to receive distributions of the limited liability\ncompany’s assets.\n\t\t“Non-United States entity” means a foreign limited liability\ncompany (other than one formed under the laws of a state), or a corporation,\nbusiness trust or association, real estate investment trust, common-law trust,\nor any other unincorporated business, including a partnership, formed,\nincorporated, organized, created or that otherwise came into being under the\nlaws of any foreign country or other foreign jurisdiction (other than any\nstate).\n\t\t“Operating agreement” means an agreement of the members as to the\naffairs of a limited liability company and the conduct of its business, or a\nwriting or agreement of a limited liability company with one member that\nsatisfies the requirements of subdivision A 2 of \u00a7 13.1-1023.\n\t\t“Organic law” means the statute governing the internal affairs of\na domestic or foreign limited liability company or other business entity.\n\t\t“Organization surrender” has the same meaning as specified in \u00a7\n13.1-1074. A certificate of organization surrender is the same as a certificate\nof domestication.\n\t\t“Other business entity” means a domestic or foreign partnership,\nlimited partnership, business trust, stock corporation, or nonstock corporation.\n\t\t“Person” has the same meaning as specified in \u00a7 13.1-603.\n“Person” includes a protected series.\n\t\t“Principal office” means the office, in or out of the\nCommonwealth, where the principal executive offices of a domestic or foreign\nlimited liability company are located or, if there are no such offices, the\noffice, in or out of the Commonwealth, so designated by the limited liability\ncompany. The designation of the principal office in the most recent statement of\nchange filed pursuant to \u00a7 13.1-1018.1 shall be conclusive for the purpose of\nthis chapter.\n\t\t“Property” means all property, whether real, personal, or mixed or\ntangible or intangible, or any right or interest therein.\n\t\t“Protected series,” except in the term “foreign protected\nseries,” means a person established under \u00a7 13.1-1095.\n\t\t“Record,” when used as a noun, means information that is inscribed\non a tangible medium or that is stored in an electronic or other medium and is\nretrievable in perceivable form.\n\t\t“Registered limited liability partnership” has the same meaning as\nspecified in \u00a7 50-73.79.\n\t\t“Series limited liability company,” except in the term\n“foreign series limited liability company,” means a limited\nliability company having at least one protected series.\n\t\t“Sign” means, with present intent to authenticate or adopt a\nrecord, to execute or adopt a tangible symbol or to attach to or logically\nassociate with the record an electronic symbol, sound, or process.\n\t\t“State,” when referring to a part of the United States, includes a\nstate, commonwealth and the District of Columbia, and their agencies and\ngovernmental subdivisions; and a territory or insular possession, and their\nagencies and governmental subdivisions, of the United States.\n\t\t“Transfer” includes an assignment, a conveyance, a sale, a lease,\nan encumbrance including a mortgage or security interest, a gift, and a transfer\nby operation of law.\n\t\t“United States” includes a district, authority, bureau,\ncommission, department, and any other agency of the United States.\n\nHISTORY: 1991, c. 168; 1992, cc. 574, 575; 1993, c. 113; 1995, c. 168; 1996, c.\n265; 1997, c. 190; 2001, c. 548; 2002, cc. 288, 621; 2003, c. 340; 2005, c. 255;\n2006, c. 912; 2007, cc. 233, 639; 2009, cc. 450, 763; 2016, c. 288; 2019, c.\n636; 2021, Sp. Sess. I, c. 487; 2022, c. 82.","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}}