{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1009.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1009.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1009.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1009.html"}],"law_id":62601,"edition_id":1,"section_id":62601,"structure_id":15649,"section_number":"13.1-1009","catch_line":"Powers","history":"1991, c. 168; 2004, c. 601; 2006, c. 912; 2008, c. 108; 2013, c. 17.","full_text":"Unless the articles of organization provide otherwise, every limited liability company has perpetual duration and succession in its name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:\n\n1\n\nTo sue and be sued, complain and defend in its name;2\n\nTo purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;3\n\nTo sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;4\n\nTo purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other person;5\n\nTo make contracts and guaranties, incur liabilities, borrow money, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;6\n\nTo lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;7\n\nTo conduct its business, locate offices, and exercise the powers granted by this chapter within or without this Commonwealth;8\n\nTo elect and appoint managers, employees and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit;9\n\nTo pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for all or any of the current or former managers, members, employees, and agents of the limited liability company or any of its subsidiaries;10\n\nTo make donations to the public welfare or for religious, charitable, scientific, literary or educational purposes;11\n\nTo make payments or donations, or do any other act, not inconsistent with this section or any other applicable law, that furthers the business and affairs of the limited liability company;12\n\nTo pay compensation, or to pay additional compensation to any or all managers, members, and employees on account of services previously rendered to the limited liability company, whether or not an agreement to pay such compensation was made before such services were rendered;13\n\nTo insure for its benefit the life of any of its managers, members, or employees, to insure the life of any member for the purpose of acquiring at his death the interest owned by such member and to continue such insurance after the relationship terminates;14\n\nTo cease its activities, wind up its affairs, and proceed to cancel its existence;15\n\nTo enter into partnership agreements, joint ventures, or other associations of any kind with any person or persons;16\n\nSubject to such standards and restrictions, if any, as are set forth in its articles of organization or an operating agreement, to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding;17\n\nTo transact any lawful business that a corporation, partnership, or other business entity may conduct under the laws of the Commonwealth subject, however, to any and all laws and restrictions that govern or limit the conduct of such activity by such corporation, partnership or other business entity; and18\n\nTo have and exercise all powers necessary or convenient to effect any or all of the purposes for which the limited liability company is organized.","order_by":null,"text":{"0":{"id":228253,"text":"Unless the articles of organization provide otherwise, every limited liability company has perpetual duration and succession in its name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":228254,"text":"To sue and be sued, complain and defend in its name;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":228255,"text":"To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":228256,"text":"To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":228257,"text":"To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other person;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":228258,"text":"To make contracts and guaranties, incur liabilities, borrow money, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":228259,"text":"To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5","next_prefix":"7"},"7":{"id":228260,"text":"To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this Commonwealth;","type":"section","prefixes":["7"],"prefix":"7","entire_prefix":"7","prefix_anchor":"7","level":1,"prior_prefix":"6","next_prefix":"8"},"8":{"id":228261,"text":"To elect and appoint managers, employees and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit;","type":"section","prefixes":["8"],"prefix":"8","entire_prefix":"8","prefix_anchor":"8","level":1,"prior_prefix":"7","next_prefix":"9"},"9":{"id":228262,"text":"To pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for all or any of the current or former managers, members, employees, and agents of the limited liability company or any of its subsidiaries;","type":"section","prefixes":["9"],"prefix":"9","entire_prefix":"9","prefix_anchor":"9","level":1,"prior_prefix":"8","next_prefix":"10"},"10":{"id":228263,"text":"To make donations to the public welfare or for religious, charitable, scientific, literary or educational purposes;","type":"section","prefixes":["10"],"prefix":"10","entire_prefix":"10","prefix_anchor":"10","level":1,"prior_prefix":"9","next_prefix":"11"},"11":{"id":228264,"text":"To make payments or donations, or do any other act, not inconsistent with this section or any other applicable law, that furthers the business and affairs of the limited liability company;","type":"section","prefixes":["11"],"prefix":"11","entire_prefix":"11","prefix_anchor":"11","level":1,"prior_prefix":"10","next_prefix":"12"},"12":{"id":228265,"text":"To pay compensation, or to pay additional compensation to any or all managers, members, and employees on account of services previously rendered to the limited liability company, whether or not an agreement to pay such compensation was made before such services were rendered;","type":"section","prefixes":["12"],"prefix":"12","entire_prefix":"12","prefix_anchor":"12","level":1,"prior_prefix":"11","next_prefix":"13"},"13":{"id":228266,"text":"To insure for its benefit the life of any of its managers, members, or employees, to insure the life of any member for the purpose of acquiring at his death the interest owned by such member and to continue such insurance after the relationship terminates;","type":"section","prefixes":["13"],"prefix":"13","entire_prefix":"13","prefix_anchor":"13","level":1,"prior_prefix":"12","next_prefix":"14"},"14":{"id":228267,"text":"To cease its activities, wind up its affairs, and proceed to cancel its existence;","type":"section","prefixes":["14"],"prefix":"14","entire_prefix":"14","prefix_anchor":"14","level":1,"prior_prefix":"13","next_prefix":"15"},"15":{"id":228268,"text":"To enter into partnership agreements, joint ventures, or other associations of any kind with any person or persons;","type":"section","prefixes":["15"],"prefix":"15","entire_prefix":"15","prefix_anchor":"15","level":1,"prior_prefix":"14","next_prefix":"16"},"16":{"id":228269,"text":"Subject to such standards and restrictions, if any, as are set forth in its articles of organization or an operating agreement, to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding;","type":"section","prefixes":["16"],"prefix":"16","entire_prefix":"16","prefix_anchor":"16","level":1,"prior_prefix":"15","next_prefix":"17"},"17":{"id":228270,"text":"To transact any lawful business that a corporation, partnership, or other business entity may conduct under the laws of the Commonwealth subject, however, to any and all laws and restrictions that govern or limit the conduct of such activity by such corporation, partnership or other business entity; and","type":"section","prefixes":["17"],"prefix":"17","entire_prefix":"17","prefix_anchor":"17","level":1,"prior_prefix":"16","next_prefix":"18"},"18":{"id":228271,"text":"To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the limited liability company is organized.","type":"section","prefixes":["18"],"prefix":"18","entire_prefix":"18","prefix_anchor":"18","level":1,"prior_prefix":"17"}},"ancestry":[{"id":15649,"edition_id":1,"name":"Formation","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:57:22","date_modified":"2026-06-26 03:57:22","permalink":{"id":148741,"object_type":"structure","relational_id":15649,"identifier":"2","token":"13.1\/12\/2","url":"\/13.1\/12\/2\/","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":64201,"structure_id":15649,"section_number":"13.1-1008","catch_line":"Purposes","url":"\/13.1-1008\/","token":"13.1\/12\/2\/13.1-1008","metadata":false},{"id":62601,"structure_id":15649,"section_number":"13.1-1009","catch_line":"Powers","url":"\/13.1-1009\/","token":"13.1\/12\/2\/13.1-1009","metadata":false},{"id":73722,"structure_id":15649,"section_number":"13.1-1010","catch_line":"Organizers","url":"\/13.1-1010\/","token":"13.1\/12\/2\/13.1-1010","metadata":false},{"id":83729,"structure_id":15649,"section_number":"13.1-1010.1","catch_line":"Repealed","url":"\/13.1-1010.1\/","token":"13.1\/12\/2\/13.1-1010.1","metadata":false},{"id":75573,"structure_id":15649,"section_number":"13.1-1011","catch_line":"Articles of organization","url":"\/13.1-1011\/","token":"13.1\/12\/2\/13.1-1011","metadata":false},{"id":70955,"structure_id":15649,"section_number":"13.1-1011.1","catch_line":"Articles of correction","url":"\/13.1-1011.1\/","token":"13.1\/12\/2\/13.1-1011.1","metadata":false},{"id":82092,"structure_id":15649,"section_number":"13.1-1012","catch_line":"Name","url":"\/13.1-1012\/","token":"13.1\/12\/2\/13.1-1012","metadata":false},{"id":60639,"structure_id":15649,"section_number":"13.1-1013","catch_line":"Reserved name","url":"\/13.1-1013\/","token":"13.1\/12\/2\/13.1-1013","metadata":false},{"id":76907,"structure_id":15649,"section_number":"13.1-1014","catch_line":"Amendment of articles of organization","url":"\/13.1-1014\/","token":"13.1\/12\/2\/13.1-1014","metadata":false},{"id":59818,"structure_id":15649,"section_number":"13.1-1014.1","catch_line":"Restatement of articles of organization","url":"\/13.1-1014.1\/","token":"13.1\/12\/2\/13.1-1014.1","metadata":false}],"previous_section":{"id":64201,"structure_id":15649,"section_number":"13.1-1008","catch_line":"Purposes","url":"\/13.1-1008\/","token":"13.1\/12\/2\/13.1-1008","metadata":false},"next_section":{"id":73722,"structure_id":15649,"section_number":"13.1-1010","catch_line":"Organizers","url":"\/13.1-1010\/","token":"13.1\/12\/2\/13.1-1010","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1009\/","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 4 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 2004, chapter 601<\/a>; in 2006, chapter 912<\/a>; in 2008, chapter 108<\/a>; in 2013, chapter 17<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":148747,"object_type":"law","relational_id":62601,"identifier":"13.1-1009","token":"13.1\/12\/2\/13.1-1009","url":"\/13.1-1009\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1009\/","token":"13.1\/12\/2\/13.1-1009","dublin_core":{"Title":"Powers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1009","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Unless the articles of organization<\/span> provide otherwise, every limited liability company<\/span> has perpetual duration and succession in its name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To sue and be sued, complain and defend in its name; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property<\/span>, or any legal or equitable<\/span> interest<\/span> in property<\/span>, wherever located; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests<\/span> in, or obligations of, any other person<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> To make contracts<\/span> and guaranties, incur liabilities, borrow money, issue<\/span> its notes, bonds<\/span>, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property<\/span>, franchises or income; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> To lend money, invest and reinvest its funds, and receive and hold real and personal property<\/span> as security for repayment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> To elect and appoint managers<\/span><\/span>, employees and agents of the limited liability company<\/span>, define their duties, fix their compensation, and lend them money and credit; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> To pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for all or any of the current or former managers<\/span><\/span>, members<\/span>, employees, and agents of the limited liability company<\/span> or any of its subsidiaries; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> To make donations to the public welfare or for religious, charitable, scientific, literary or educational purposes; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> To make payments or donations, or do any other act, not inconsistent with this section or any other applicable law<\/span>, that furthers the business and affairs of the limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> To pay compensation, or to pay additional compensation to any or all managers<\/span><\/span>, members<\/span>, and employees on account of services previously rendered to the limited liability company<\/span>, whether or not an agreement to pay such compensation was made before such services were rendered; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

13.<\/span> To insure for its benefit the life of any of its managers<\/span><\/span>, members<\/span>, or employees, to insure the life of any member<\/span> for the purpose of acquiring at his death the interest<\/span> owned by such member<\/span> and to continue such insurance after the relationship terminates; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

14.<\/span> To cease its activities, wind up its affairs, and proceed to cancel its existence; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

15.<\/span> To enter into partnership agreements, joint ventures, or other associations of any kind with any person<\/span> or persons<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

16.<\/span> Subject to such standards and restrictions, if any, as are set forth in its articles of organization<\/span> or an operating agreement<\/span>, to indemnify and hold harmless any member<\/span> or manager<\/span> or other person<\/span> from and against any and all claims and demands whatsoever, and to pay for or reimburse any member<\/span> or manager<\/span> or other person<\/span> for reasonable expenses incurred by such a person<\/span> who is a party<\/span> to a proceeding in advance of final disposition<\/span> of the proceeding; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

17.<\/span> To transact any lawful business that a corporation, partnership, or other business entity<\/span> may conduct under the laws<\/span> of the Commonwealth subject, however, to any and all laws<\/span> and restrictions that govern or limit the conduct of such activity by such corporation, partnership or other business entity<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

18.<\/span> To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the limited liability company<\/span> is organized. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPOWERS (\u00a7 13.1-1009)\n\nUnless the articles of organization provide otherwise, every limited liability\ncompany has perpetual duration and succession in its name and has the same\npowers as an individual to do all things necessary or convenient to carry out\nits business and affairs, including, without limitation, power:\n\n1. To sue and be sued, complain and defend in its name;\n\n2. To purchase, receive, lease or otherwise acquire, and own, hold, improve, use\nand otherwise deal with, real or personal property, or any legal or equitable\ninterest in property, wherever located;\n\n3. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of\nall or any part of its property;\n\n4. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote,\nuse, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with\nshares or other interests in, or obligations of, any other person;\n\n5. To make contracts and guaranties, incur liabilities, borrow money, issue its\nnotes, bonds, and other obligations, and secure any of its obligations by\nmortgage or pledge of any of its property, franchises or income;\n\n6. To lend money, invest and reinvest its funds, and receive and hold real and\npersonal property as security for repayment;\n\n7. To conduct its business, locate offices, and exercise the powers granted by\nthis chapter within or without this Commonwealth;\n\n8. To elect and appoint managers, employees and agents of the limited liability\ncompany, define their duties, fix their compensation, and lend them money and\ncredit;\n\n9. To pay pensions and establish pension plans, pension trusts, profit sharing\nplans, and benefit and incentive plans for all or any of the current or former\nmanagers, members, employees, and agents of the limited liability company or any\nof its subsidiaries;\n\n10. To make donations to the public welfare or for religious, charitable,\nscientific, literary or educational purposes;\n\n11. To make payments or donations, or do any other act, not inconsistent with\nthis section or any other applicable law, that furthers the business and affairs\nof the limited liability company;\n\n12. To pay compensation, or to pay additional compensation to any or all\nmanagers, members, and employees on account of services previously rendered to\nthe limited liability company, whether or not an agreement to pay such\ncompensation was made before such services were rendered;\n\n13. To insure for its benefit the life of any of its managers, members, or\nemployees, to insure the life of any member for the purpose of acquiring at his\ndeath the interest owned by such member and to continue such insurance after the\nrelationship terminates;\n\n14. To cease its activities, wind up its affairs, and proceed to cancel its\nexistence;\n\n15. To enter into partnership agreements, joint ventures, or other associations\nof any kind with any person or persons;\n\n16. Subject to such standards and restrictions, if any, as are set forth in its\narticles of organization or an operating agreement, to indemnify and hold\nharmless any member or manager or other person from and against any and all\nclaims and demands whatsoever, and to pay for or reimburse any member or manager\nor other person for reasonable expenses incurred by such a person who is a party\nto a proceeding in advance of final disposition of the proceeding;\n\n17. To transact any lawful business that a corporation, partnership, or other\nbusiness entity may conduct under the laws of the Commonwealth subject, however,\nto any and all laws and restrictions that govern or limit the conduct of such\nactivity by such corporation, partnership or other business entity; and\n\n18. To have and exercise all powers necessary or convenient to effect any or all\nof the purposes for which the limited liability company is organized.\n\nHISTORY: 1991, c. 168; 2004, c. 601; 2006, c. 912; 2008, c. 108; 2013, c. 17.","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}}