{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1019.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1019.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1019.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1019.html"}],"law_id":74442,"edition_id":1,"section_id":74442,"structure_id":16459,"section_number":"13.1-1019","catch_line":"Liability to third parties","history":"1991, c. 168; 2004, c. 601; 2006, c. 912; 2015, c. 627.","full_text":"Except as otherwise provided by this Code or as expressly provided in the articles of organization, no member, manager, organizer or other agent of a limited liability company, regardless of whether the limited liability company has a single member or multiple members, shall have any personal obligation for any liabilities of a limited liability company, whether such liabilities arise in contract, tort or otherwise, solely by reason of being a member, manager, organizer or agent of a limited liability company. For the purposes of this section, a person to whom the rights of a member or manager are delegated as provided in \u00a7 13.1-1022 or \u00a7 13.1-1024 shall be deemed an agent of a limited liability company.","order_by":null,"text":{"0":{"id":267556,"text":"Except as otherwise provided by this Code or as expressly provided in the articles of organization, no member, manager, organizer or other agent of a limited liability company, regardless of whether the limited liability company has a single member or multiple members, shall have any personal obligation for any liabilities of a limited liability company, whether such liabilities arise in contract, tort or otherwise, solely by reason of being a member, manager, organizer or agent of a limited liability company. For the purposes of this section, a person to whom the rights of a member or manager are delegated as provided in \u00a7 13.1-1022 or \u00a7 13.1-1024 shall be deemed an agent of a limited liability company.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":16459,"edition_id":1,"name":"Relationship of a Limited Liability Company and Its Members to Third Persons","identifier":"4","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 04:19:12","date_modified":"2026-06-26 04:19:12","permalink":{"id":148805,"object_type":"structure","relational_id":16459,"identifier":"4","token":"13.1\/12\/4","url":"\/13.1\/12\/4\/","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":74442,"structure_id":16459,"section_number":"13.1-1019","catch_line":"Liability to third parties","url":"\/13.1-1019\/","token":"13.1\/12\/4\/13.1-1019","metadata":false},{"id":68999,"structure_id":16459,"section_number":"13.1-1020","catch_line":"Parties to actions","url":"\/13.1-1020\/","token":"13.1\/12\/4\/13.1-1020","metadata":false},{"id":81405,"structure_id":16459,"section_number":"13.1-1021","catch_line":"Limited liability company property","url":"\/13.1-1021\/","token":"13.1\/12\/4\/13.1-1021","metadata":false},{"id":82943,"structure_id":16459,"section_number":"13.1-1021.1","catch_line":"Agency of members and managers","url":"\/13.1-1021.1\/","token":"13.1\/12\/4\/13.1-1021.1","metadata":false}],"next_section":{"id":68999,"structure_id":16459,"section_number":"13.1-1020","catch_line":"Parties to actions","url":"\/13.1-1020\/","token":"13.1\/12\/4\/13.1-1020","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1019\/","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 2004, chapter 601<\/a>; in 2006, chapter 912<\/a>; in 2015, chapter 627<\/a>.<\/p>","references":false,"refers_to":[{"id":74765,"section_number":"13.1-1022","catch_line":"Management of limited liability company","order_by":null,"url":"\/13.1-1022\/"},{"id":62304,"section_number":"13.1-1024","catch_line":"Management of a limited liability company by a manager or managers","order_by":null,"url":"\/13.1-1024\/"}],"permalink":{"id":148807,"object_type":"law","relational_id":74442,"identifier":"13.1-1019","token":"13.1\/12\/4\/13.1-1019","url":"\/13.1-1019\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1019\/","token":"13.1\/12\/4\/13.1-1019","dublin_core":{"Title":"Liability to third parties","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1019","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Except as otherwise provided by this Code or as expressly provided in the articles of organization<\/span>, no member<\/span>, manager<\/span>, organizer or other agent of a limited liability company<\/span>, regardless of whether the limited liability company<\/span> has a single member<\/span> or multiple members<\/span>, shall have any personal obligation for any liabilities of a limited liability company<\/span>, whether such liabilities arise in contract<\/span>, tort<\/span> or otherwise, solely by reason of being a member<\/span>, manager<\/span>, organizer or agent of a limited liability company<\/span>. For the purposes of this section, a person<\/span> to whom the rights of a member<\/span> or manager<\/span> are delegated as provided in \u00a7 13.1-1022<\/a> or \u00a7 13.1-1024<\/a> shall be deemed an agent of a limited liability company<\/span>.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLIABILITY TO THIRD PARTIES (\u00a7 13.1-1019)\n\nExcept as otherwise provided by this Code or as expressly provided in the\narticles of organization, no member, manager, organizer or other agent of a\nlimited liability company, regardless of whether the limited liability company\nhas a single member or multiple members, shall have any personal obligation for\nany liabilities of a limited liability company, whether such liabilities arise\nin contract, tort or otherwise, solely by reason of being a member, manager,\norganizer or agent of a limited liability company. For the purposes of this\nsection, a person to whom the rights of a member or manager are delegated as\nprovided in \u00a7 13.1-1022 or \u00a7 13.1-1024 shall be deemed an agent of a limited\nliability company.\n\nHISTORY: 1991, c. 168; 2004, c. 601; 2006, c. 912; 2015, c. 627.","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}}