{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1004.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1004.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1004.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1004.html"}],"law_id":66237,"edition_id":1,"section_id":66237,"structure_id":12818,"section_number":"13.1-1004","catch_line":"Issuance of certificate by Commission; recordation of documents","history":"1991, c. 168; 1996, c. 265; 2010, c. 703; 2019, c. 636; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nWhenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission to evidence the effectiveness of the document, the Commission shall by order issue the certificate if it finds that the document complies with the provisions of this chapter and that all required fees have been paid. The Commission shall admit any such certificate to record in its office.B\n\nThe existence of a limited liability company or a protected series shall begin at the time the Commission issues a certificate of organization or certificate of protected series designation unless a later date and time are specified as provided by subsection D. The certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the person(s) forming the limited liability company have been complied with and that the limited liability company has been formed under this chapter.C\n\nWhenever the Commission is directed to admit any document to record in its office, it shall cause it to be spread upon its record books or to be recorded or reproduced in any other manner the Commission may deem suitable. Except as otherwise provided by law, the Commission may furnish information from and provide access to any of its records by any means the Commission may deem suitable.D\n\n1. A certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission or a statement filed with the Commission pursuant to Article 16 (\u00a7 13.1-1088 et seq.) and the articles or statement states that the certificate shall become effective at a later time or date specified in the articles or statement. In that event, the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.2\n\nNotwithstanding subdivision 1, any certificate that has a delayed effective time or date shall not become effective if, prior to the effective time and date, a statement of cancellation signed by each party to the articles or statement to which the certificate relates is delivered to the Commission for filing. If the Commission finds that the statement of cancellation complies with the requirements of law, it shall, by order, cancel the certificate.3\n\nA statement of cancellation shall contain:\n\t\t\t\ta. The name of the limited liability company;\n\t\t\t\tb. The name of the articles or statement and the date on which the articles or statement were filed with the Commission;\n\t\t\t\tc. The time and date on which the Commission’s certificate becomes effective; and\n\t\t\t\td. A statement that the articles or statement are being canceled in accordance with this section.4\n\nNotwithstanding subdivision 1, for purposes of §§ 13.1-1012, 13.1-1054, and 13.1-1096, any certificate that has a delayed effective date shall be deemed to be effective when the certificate is issued.5\n\nFor articles or a statement with a delayed effective date and time, the effective date and time shall be Eastern Time.E\n\nNotwithstanding any other provision of law to the contrary, the Commission shall have the power to act upon a petition filed by a limited liability company or protected series at any time to correct Commission records so as to eliminate the effects of clerical errors and of filings made by a person without authority to act for the limited liability company.","order_by":null,"text":{"0":{"id":240589,"text":"Whenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission to evidence the effectiveness of the document, the Commission shall by order issue the certificate if it finds that the document complies with the provisions of this chapter and that all required fees have been paid. The Commission shall admit any such certificate to record in its office.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":240590,"text":"The existence of a limited liability company or a protected series shall begin at the time the Commission issues a certificate of organization or certificate of protected series designation unless a later date and time are specified as provided by subsection D. The certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the person(s) forming the limited liability company have been complied with and that the limited liability company has been formed under this chapter.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":240591,"text":"Whenever the Commission is directed to admit any document to record in its office, it shall cause it to be spread upon its record books or to be recorded or reproduced in any other manner the Commission may deem suitable. Except as otherwise provided by law, the Commission may furnish information from and provide access to any of its records by any means the Commission may deem suitable.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":240592,"text":"1. A certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission or a statement filed with the Commission pursuant to Article 16 (\u00a7 13.1-1088 et seq.) and the articles or statement states that the certificate shall become effective at a later time or date specified in the articles or statement. In that event, the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D2"},"4":{"id":240593,"text":"Notwithstanding subdivision 1, any certificate that has a delayed effective time or date shall not become effective if, prior to the effective time and date, a statement of cancellation signed by each party to the articles or statement to which the certificate relates is delivered to the Commission for filing. If the Commission finds that the statement of cancellation complies with the requirements of law, it shall, by order, cancel the certificate.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D","next_prefix":"D3"},"5":{"id":240594,"text":"A statement of cancellation shall contain:\n\t\t\t\ta. The name of the limited liability company;\n\t\t\t\tb. The name of the articles or statement and the date on which the articles or statement were filed with the Commission;\n\t\t\t\tc. The time and date on which the Commission’s certificate becomes effective; and\n\t\t\t\td. A statement that the articles or statement are being canceled in accordance with this section.","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"6":{"id":240595,"text":"Notwithstanding subdivision 1, for purposes of §§ 13.1-1012, 13.1-1054, and 13.1-1096, any certificate that has a delayed effective date shall be deemed to be effective when the certificate is issued.","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"D5"},"7":{"id":240596,"text":"For articles or a statement with a delayed effective date and time, the effective date and time shall be Eastern Time.","type":"section","prefixes":["D","5"],"prefix":"5","entire_prefix":"D5","prefix_anchor":"D5","level":2,"prior_prefix":"D4","next_prefix":"E"},"8":{"id":240597,"text":"Notwithstanding any other provision of law to the contrary, the Commission shall have the power to act upon a petition filed by a limited liability company or protected series at any time to correct Commission records so as to eliminate the effects of clerical errors and of filings made by a person without authority to act for the limited liability company.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D5"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1004\/","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 3 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 1996, chapter 265<\/a>; in 2010, chapter 703<\/a>; in 2019, chapter 636<\/a>.<\/p>","references":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"},{"id":77266,"section_number":"13.1-1038.1","catch_line":"Admission of members","order_by":null,"url":"\/13.1-1038.1\/"}],"refers_to":[{"id":82092,"section_number":"13.1-1012","catch_line":"Name","order_by":null,"url":"\/13.1-1012\/"},{"id":71928,"section_number":"13.1-1054","catch_line":"Name of foreign limited liability company","order_by":null,"url":"\/13.1-1054\/"},{"id":66470,"section_number":"13.1-1088","catch_line":"Definitions","order_by":null,"url":"\/13.1-1088\/"},{"id":57931,"section_number":"13.1-1096","catch_line":"Name","order_by":null,"url":"\/13.1-1096\/"}],"permalink":{"id":148379,"object_type":"law","relational_id":66237,"identifier":"13.1-1004","token":"13.1\/12\/1\/13.1-1004","url":"\/13.1-1004\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1004\/","token":"13.1\/12\/1\/13.1-1004","dublin_core":{"Title":"Issuance of certificate by Commission; recordation of documents","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1004","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission<\/span> to evidence<\/span> the effectiveness of the document, the Commission<\/span> shall by order<\/span> issue<\/span> the certificate if it finds that the document complies with the provisions of this chapter and that all required fees have been paid. The Commission<\/span> shall admit any such certificate to record in its office. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The existence of a limited liability company<\/span> or a protected series<\/span> shall begin at the time the Commission<\/span> issues<\/span> a certificate of organization or certificate of protected series<\/span> designation unless a later date and time are specified as provided by subsection D. The certificate of organization shall be conclusive evidence<\/span> that all conditions precedent<\/span> required to be performed by the person<\/span>(s) forming the limited liability company<\/span> have been complied with and that the limited liability company<\/span> has been formed under this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Whenever the Commission<\/span> is directed to admit any document to record in its office, it shall cause it to be spread upon its record books or to be recorded or reproduced in any other manner the Commission<\/span> may deem suitable. Except as otherwise provided by law<\/span>, the Commission<\/span> may furnish information from and provide access to any of its records by any means the Commission<\/span> may deem suitable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> 1. A certificate issued by the Commission<\/span> is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission<\/span> or a statement filed with the Commission<\/span> pursuant to Article 16 (\u00a7 13.1-1088<\/a> et seq.) and the articles or statement states that the certificate shall become effective at a later time or date specified in the articles or statement. In that event, the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission<\/span>. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission<\/span> shall be effective when accepted for filing unless otherwise provided for in this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Notwithstanding subdivision 1, any certificate that has a delayed effective time or date shall not become effective if, prior to the effective time and date, a statement of cancellation signed by each party<\/span> to the articles or statement to which the certificate relates is delivered to the Commission<\/span> for filing. If the Commission<\/span> finds that the statement of cancellation complies with the requirements of law<\/span>, it shall, by order<\/span>, cancel the certificate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A statement of cancellation shall contain:\n\t\t\t\ta. The name of the limited liability company<\/span>;\n\t\t\t\tb. The name of the articles or statement and the date on which the articles or statement were filed with the Commission<\/span>;\n\t\t\t\tc. The time and date on which the Commission<\/span>’s certificate becomes effective; and\n\t\t\t\td. A statement that the articles or statement are being canceled in accordance with this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Notwithstanding subdivision 1, for purposes of §§ 13.1-1012<\/a>, 13.1-1054<\/a>, and 13.1-1096<\/a>, any certificate that has a delayed effective date shall be deemed to be effective when the certificate is issued. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> For articles or a statement with a delayed effective date and time, the effective date and time shall be Eastern Time. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Notwithstanding any other provision of law<\/span> to the contrary, the Commission<\/span> shall have the power to act upon a petition<\/span> filed by a limited liability company<\/span> or protected series<\/span> at any time to correct Commission<\/span> records so as to eliminate the effects of clerical errors and of filings made by a person<\/span> without authority to act for the limited liability company<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nISSUANCE OF CERTIFICATE BY COMMISSION; RECORDATION OF DOCUMENTS (\u00a7 13.1-1004)\n\nA. Whenever this chapter conditions the effectiveness of a document upon the\nissuance of a certificate by the Commission to evidence the effectiveness of the\ndocument, the Commission shall by order issue the certificate if it finds that\nthe document complies with the provisions of this chapter and that all required\nfees have been paid. The Commission shall admit any such certificate to record\nin its office.\n\nB. The existence of a limited liability company or a protected series shall\nbegin at the time the Commission issues a certificate of organization or\ncertificate of protected series designation unless a later date and time are\nspecified as provided by subsection D. The certificate of organization shall be\nconclusive evidence that all conditions precedent required to be performed by\nthe person(s) forming the limited liability company have been complied with and\nthat the limited liability company has been formed under this chapter.\n\nC. Whenever the Commission is directed to admit any document to record in its\noffice, it shall cause it to be spread upon its record books or to be recorded\nor reproduced in any other manner the Commission may deem suitable. Except as\notherwise provided by law, the Commission may furnish information from and\nprovide access to any of its records by any means the Commission may deem\nsuitable.\n\nD. 1. A certificate issued by the Commission is effective at the time such\ncertificate is issued, unless the certificate relates to articles filed with the\nCommission or a statement filed with the Commission pursuant to Article 16 (\u00a7\n13.1-1088 et seq.) and the articles or statement states that the certificate\nshall become effective at a later time or date specified in the articles or\nstatement. In that event, the certificate shall become effective at the earlier\nof the time and date so specified or 11:59 p.m. on the fifteenth day after the\ndate on which the certificate is issued by the Commission. If a delayed\neffective date is specified, but no time is specified, the effective time shall\nbe 12:01 a.m. on the date specified. Any other document filed with the\nCommission shall be effective when accepted for filing unless otherwise provided\nfor in this chapter.\n\n 2. Notwithstanding subdivision 1, any certificate that has a delayed effective\n time or date shall not become effective if, prior to the effective time and\n date, a statement of cancellation signed by each party to the articles or\n statement to which the certificate relates is delivered to the Commission for\n filing. If the Commission finds that the statement of cancellation complies\n with the requirements of law, it shall, by order, cancel the certificate.\n\n 3. A statement of cancellation shall contain:\n \t\t\t\ta. The name of the limited liability company;\n \t\t\t\tb. The name of the articles or statement and the date on which the\n articles or statement were filed with the Commission;\n \t\t\t\tc. The time and date on which the Commission’s certificate becomes\n effective; and\n \t\t\t\td. A statement that the articles or statement are being canceled in\n accordance with this section.\n\n 4. Notwithstanding subdivision 1, for purposes of §§ 13.1-1012,\n 13.1-1054, and 13.1-1096, any certificate that has a delayed effective date\n shall be deemed to be effective when the certificate is issued.\n\n 5. For articles or a statement with a delayed effective date and time, the\n effective date and time shall be Eastern Time.\n\nE. Notwithstanding any other provision of law to the contrary, the Commission\nshall have the power to act upon a petition filed by a limited liability company\nor protected series at any time to correct Commission records so as to eliminate\nthe effects of clerical errors and of filings made by a person without authority\nto act for the limited liability company.\n\nHISTORY: 1991, c. 168; 1996, c. 265; 2010, c. 703; 2019, c. 636; 2021, Sp. Sess.\nI, c. 487.","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}}