{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1014.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1014.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1014.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1014.html"}],"law_id":76907,"edition_id":1,"section_id":76907,"structure_id":15649,"section_number":"13.1-1014","catch_line":"Amendment of articles of organization","history":"1991, c. 168; 1997, c. 190; 2001, c. 548; 2005, c. 255; 2006, cc. 748, 912; 2008, c. 108; 2013, c. 17.","full_text":"A\n\nA limited liability company may amend its articles of organization at any time to add or change a provision that is required or permitted in the articles, or to delete a provision not required in the articles. An amendment to the articles of organization may delete the name and address of the registered agent or registered office, or the address of the principal office, if a statement of change described in § 13.1-1016 or 13.1-1018.1, as the case may be, is on file with the Commission.B\n\nFor an amendment to the articles of organization of a limited liability company to be adopted, the amendment shall be approved by that number or percentage of members required to amend an operating agreement, unless the articles of organization or a written operating agreement otherwise provide, provided that if the limited liability company has been formed without any members and no members have been admitted, an amendment may be adopted by a majority of the persons named as a manager in the articles of organization or, if there are no members or managers, by a majority of the organizers of the limited liability company.C\n\nTo amend its articles of organization, a limited liability company shall file with the Commission articles of amendment setting forth:1\n\nThe name of the limited liability company;2\n\nThe text of each amendment adopted;3\n\nThe date of each amendment’s adoption; and4\n\nA statement that the amendment was adopted by a vote of the members, by the managers or by the organizers in accordance with this chapter, as the case may be.\n\t\t\t\tIf the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.D\n\nAn amendment to articles of organization does not affect a cause of action existing against or in favor of the limited liability company, a proceeding to which the limited liability company is a party, or the existing rights of persons other than members of the limited liability company. An amendment changing a limited liability company’s name does not abate a proceeding brought by or against the limited liability company in its former name.E\n\nA member of a limited liability company does not have a vested property right resulting from any provision of the articles of organization.","order_by":null,"text":{"0":{"id":276041,"text":"A limited liability company may amend its articles of organization at any time to add or change a provision that is required or permitted in the articles, or to delete a provision not required in the articles. An amendment to the articles of organization may delete the name and address of the registered agent or registered office, or the address of the principal office, if a statement of change described in § 13.1-1016 or 13.1-1018.1, as the case may be, is on file with the Commission.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":276042,"text":"For an amendment to the articles of organization of a limited liability company to be adopted, the amendment shall be approved by that number or percentage of members required to amend an operating agreement, unless the articles of organization or a written operating agreement otherwise provide, provided that if the limited liability company has been formed without any members and no members have been admitted, an amendment may be adopted by a majority of the persons named as a manager in the articles of organization or, if there are no members or managers, by a majority of the organizers of the limited liability company.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":276043,"text":"To amend its articles of organization, a limited liability company shall file with the Commission articles of amendment setting forth:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":276044,"text":"The name of the limited liability company;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":276045,"text":"The text of each amendment adopted;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":276046,"text":"The date of each amendment’s adoption; and","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":276047,"text":"A statement that the amendment was adopted by a vote of the members, by the managers or by the organizers in accordance with this chapter, as the case may be.\n\t\t\t\tIf the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"7":{"id":276048,"text":"An amendment to articles of organization does not affect a cause of action existing against or in favor of the limited liability company, a proceeding to which the limited liability company is a party, or the existing rights of persons other than members of the limited liability company. An amendment changing a limited liability company’s name does not abate a proceeding brought by or against the limited liability company in its former name.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"E"},"8":{"id":276049,"text":"A member of a limited liability company does not have a vested property right resulting from any provision of the articles of organization.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1014\/","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 6 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 1997, chapter 190<\/a>; in 2001, chapter 548<\/a>; in 2005, chapter 255<\/a>; in 2006, chapters 748<\/a> and 912<\/a>; in 2008, chapter 108<\/a>; in 2013, chapter 17<\/a>.<\/p>","references":[{"id":72460,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-1003.1\/"}],"refers_to":[{"id":79624,"section_number":"13.1-1016","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-1016\/"},{"id":69832,"section_number":"13.1-1018.1","catch_line":"Change of principal office","order_by":null,"url":"\/13.1-1018.1\/"}],"permalink":{"id":148775,"object_type":"law","relational_id":76907,"identifier":"13.1-1014","token":"13.1\/12\/2\/13.1-1014","url":"\/13.1-1014\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1014\/","token":"13.1\/12\/2\/13.1-1014","dublin_core":{"Title":"Amendment of articles of organization","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1014","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A limited liability company<\/span> may amend<\/span> its articles of organization<\/span> at any time to add or change a provision that is required or permitted in the articles, or to delete a provision not required in the articles. An amendment to the articles of organization<\/span> may delete the name and address of the registered agent or registered office, or the address of the principal office<\/span>, if a statement of change described in § 13.1-1016<\/a> or 13.1-1018.1<\/a>, as the case may be, is on file with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> For an amendment to the articles of organization<\/span> of a limited liability company<\/span> to be adopted, the amendment shall be approved by that number or percentage of members<\/span> required to amend<\/span> an operating agreement<\/span>, unless the articles of organization<\/span> or a written operating agreement<\/span> otherwise provide, provided that if the limited liability company<\/span> has been formed without any members<\/span> and no members<\/span> have been admitted, an amendment may be adopted by a majority of the persons<\/span> named as a manager<\/span> in the articles of organization<\/span> or, if there are no members<\/span> or managers<\/span><\/span>, by a majority of the organizers of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> To amend<\/span> its articles of organization<\/span>, a limited liability company<\/span> shall file with the Commission<\/span> articles of amendment setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The text of each amendment adopted; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date of each amendment’s adoption; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A statement that the amendment was adopted by a vote of the members<\/span>, by the managers<\/span><\/span> or by the organizers in accordance with this chapter, as the case may be.\n\t\t\t\tIf the Commission<\/span> finds that the articles of amendment comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of amendment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> An amendment to articles of organization<\/span> does not affect a cause of action<\/span> existing against or in favor of the limited liability company<\/span>, a proceeding to which the limited liability company<\/span> is a party<\/span>, or the existing rights of persons<\/span> other than members<\/span> of the limited liability company<\/span>. An amendment changing a limited liability company<\/span>’s name does not abate a proceeding brought by or against the limited liability company<\/span> in its former name. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A member<\/span> of a limited liability company<\/span> does not have a vested property<\/span> right resulting from any provision of the articles of organization<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAMENDMENT OF ARTICLES OF ORGANIZATION (\u00a7 13.1-1014)\n\nA. A limited liability company may amend its articles of organization at any\ntime to add or change a provision that is required or permitted in the articles,\nor to delete a provision not required in the articles. An amendment to the\narticles of organization may delete the name and address of the registered agent\nor registered office, or the address of the principal office, if a statement of\nchange described in § 13.1-1016 or 13.1-1018.1, as the case may be, is on\nfile with the Commission.\n\nB. For an amendment to the articles of organization of a limited liability\ncompany to be adopted, the amendment shall be approved by that number or\npercentage of members required to amend an operating agreement, unless the\narticles of organization or a written operating agreement otherwise provide,\nprovided that if the limited liability company has been formed without any\nmembers and no members have been admitted, an amendment may be adopted by a\nmajority of the persons named as a manager in the articles of organization or,\nif there are no members or managers, by a majority of the organizers of the\nlimited liability company.\n\nC. To amend its articles of organization, a limited liability company shall file\nwith the Commission articles of amendment setting forth:\n\n 1. The name of the limited liability company;\n\n 2. The text of each amendment adopted;\n\n 3. The date of each amendment’s adoption; and\n\n 4. A statement that the amendment was adopted by a vote of the members, by the\n managers or by the organizers in accordance with this chapter, as the case may\n be.\n \t\t\t\tIf the Commission finds that the articles of amendment comply with the\n requirements of law and that all required fees have been paid, it shall issue\n a certificate of amendment.\n\nD. An amendment to articles of organization does not affect a cause of action\nexisting against or in favor of the limited liability company, a proceeding to\nwhich the limited liability company is a party, or the existing rights of\npersons other than members of the limited liability company. An amendment\nchanging a limited liability company’s name does not abate a proceeding\nbrought by or against the limited liability company in its former name.\n\nE. A member of a limited liability company does not have a vested property right\nresulting from any provision of the articles of organization.\n\nHISTORY: 1991, c. 168; 1997, c. 190; 2001, c. 548; 2005, c. 255; 2006, cc. 748,\n912; 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}}