{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1021.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1021.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1021.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1021.1.html"}],"law_id":82943,"edition_id":1,"section_id":82943,"structure_id":16459,"section_number":"13.1-1021.1","catch_line":"Agency of members and managers","history":"1995, c. 168.","full_text":"A\n\nSubject to subsections B and C:1\n\nEach member is an agent of the limited liability company for the purpose of its business;2\n\nAn act of a member, including the signing of an instrument in the limited liability company name, for apparently carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company, binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority; and3\n\nAn act of a member which is not apparently for carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company binds the limited liability company only if the act was authorized by the other members in accordance with § 13.1-1022.B\n\nSubject to subsection C, in a manager-managed limited liability company:1\n\nIf the articles of organization specify that the limited liability company is to be managed by a manager or managers, a member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member;2\n\nEach manager is an agent of the limited liability company for the purpose of its business;3\n\nAn act of a manager, including the signing of an instrument in the limited liability company name, for apparently carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company, binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority; and4\n\nAn act of a manager which is not apparently for carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company binds the company only if the act was authorized in accordance with § 13.1-1024.C\n\nUnless the articles of organization limit their authority, any member in a member-managed limited liability company, or any manager in a manager-managed limited liability company, may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property, which instrument shall be conclusive in favor of a person who gives value without knowledge of the lack of authority of the person signing and delivering the instrument.","order_by":null,"text":{"0":{"id":297279,"text":"Subject to subsections B and C:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":297280,"text":"Each member is an agent of the limited liability company for the purpose of its business;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":297281,"text":"An act of a member, including the signing of an instrument in the limited liability company name, for apparently carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company, binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":297282,"text":"An act of a member which is not apparently for carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company binds the limited liability company only if the act was authorized by the other members in accordance with § 13.1-1022.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":297283,"text":"Subject to subsection C, in a manager-managed limited liability company:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"B1"},"5":{"id":297284,"text":"If the articles of organization specify that the limited liability company is to be managed by a manager or managers, a member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"6":{"id":297285,"text":"Each manager is an agent of the limited liability company for the purpose of its business;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"7":{"id":297286,"text":"An act of a manager, including the signing of an instrument in the limited liability company name, for apparently carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company, binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority; and","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"8":{"id":297287,"text":"An act of a manager which is not apparently for carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company binds the company only if the act was authorized in accordance with § 13.1-1024.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"C"},"9":{"id":297288,"text":"Unless the articles of organization limit their authority, any member in a member-managed limited liability company, or any manager in a manager-managed limited liability company, may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property, which instrument shall be conclusive in favor of a person who gives value without knowledge of the lack of authority of the person signing and delivering the instrument.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B4"}},"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}],"previous_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1021.1\/","history_text":"

This law was first created in 1995. The record of its establishment is cataloged in chapter 168<\/a> 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.<\/p>","references":[{"id":55609,"section_number":"13.1-1099.5","catch_line":"Management","order_by":null,"url":"\/13.1-1099.5\/"}],"refers_to":false,"permalink":{"id":148819,"object_type":"law","relational_id":82943,"identifier":"13.1-1021.1","token":"13.1\/12\/4\/13.1-1021.1","url":"\/13.1-1021.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1021.1\/","token":"13.1\/12\/4\/13.1-1021.1","dublin_core":{"Title":"Agency of members and managers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1021.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Subject to subsections B and C: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Each member<\/span> is an agent of the limited liability company<\/span> for the purpose of its business; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> An act of a member<\/span>, including the signing of an instrument in the limited liability company<\/span> name, for apparently carrying on in the ordinary course the limited liability company<\/span> business or business of the kind carried on by the limited liability company<\/span>, binds the limited liability company<\/span>, unless the member<\/span> had no authority to act for the limited liability company<\/span> in the particular matter and the person<\/span> with whom the member<\/span> was dealing knew or had notice that the member<\/span> lacked authority; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> An act of a member<\/span> which is not apparently for carrying on in the ordinary course the limited liability company<\/span> business or business of the kind carried on by the limited liability company<\/span> binds the limited liability company<\/span> only if the act was authorized by the other members<\/span> in accordance with § 13.1-1022<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Subject to subsection C, in a manager<\/span>-managed limited liability company<\/span><\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If the articles of organization<\/span> specify that the limited liability company<\/span> is to be managed by a manager<\/span> or managers<\/span><\/span>, a member<\/span> is not an agent of the limited liability company<\/span> for the purpose of its business solely by reason of being a member<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Each manager<\/span> is an agent of the limited liability company<\/span> for the purpose of its business; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> An act of a manager<\/span>, including the signing of an instrument in the limited liability company<\/span> name, for apparently carrying on in the ordinary course the limited liability company<\/span> business or business of the kind carried on by the limited liability company<\/span>, binds the limited liability company<\/span>, unless the manager<\/span> had no authority to act for the limited liability company<\/span> in the particular matter and the person<\/span> with whom the manager<\/span> was dealing knew or had notice that the manager<\/span> lacked authority; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An act of a manager<\/span> which is not apparently for carrying on in the ordinary course the limited liability company<\/span> business or business of the kind carried on by the limited liability company<\/span> binds the company only if the act was authorized in accordance with § 13.1-1024<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Unless the articles of organization<\/span> limit their authority, any member<\/span> in a member<\/span>-managed limited liability company<\/span><\/span>, or any manager<\/span> in a manager<\/span>-managed limited liability company<\/span><\/span>, may sign and deliver any instrument transferring or affecting the limited liability company<\/span>’s interest<\/span> in real property<\/span>, which instrument shall be conclusive in favor of a person<\/span> who gives value without knowledge of the lack of authority of the person<\/span> signing and delivering the instrument. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAGENCY OF MEMBERS AND MANAGERS (\u00a7 13.1-1021.1)\n\nA. Subject to subsections B and C:\n\n 1. Each member is an agent of the limited liability company for the purpose of\n its business;\n\n 2. An act of a member, including the signing of an instrument in the limited\n liability company name, for apparently carrying on in the ordinary course the\n limited liability company business or business of the kind carried on by the\n limited liability company, binds the limited liability company, unless the\n member had no authority to act for the limited liability company in the\n particular matter and the person with whom the member was dealing knew or had\n notice that the member lacked authority; and\n\n 3. An act of a member which is not apparently for carrying on in the ordinary\n course the limited liability company business or business of the kind carried\n on by the limited liability company binds the limited liability company only\n if the act was authorized by the other members in accordance with §\n 13.1-1022.\n\nB. Subject to subsection C, in a manager-managed limited liability company:\n\n 1. If the articles of organization specify that the limited liability company\n is to be managed by a manager or managers, a member is not an agent of the\n limited liability company for the purpose of its business solely by reason of\n being a member;\n\n 2. Each manager is an agent of the limited liability company for the purpose\n of its business;\n\n 3. An act of a manager, including the signing of an instrument in the limited\n liability company name, for apparently carrying on in the ordinary course the\n limited liability company business or business of the kind carried on by the\n limited liability company, binds the limited liability company, unless the\n manager had no authority to act for the limited liability company in the\n particular matter and the person with whom the manager was dealing knew or had\n notice that the manager lacked authority; and\n\n 4. An act of a manager which is not apparently for carrying on in the ordinary\n course the limited liability company business or business of the kind carried\n on by the limited liability company binds the company only if the act was\n authorized in accordance with § 13.1-1024.\n\nC. Unless the articles of organization limit their authority, any member in a\nmember-managed limited liability company, or any manager in a manager-managed\nlimited liability company, may sign and deliver any instrument transferring or\naffecting the limited liability company’s interest in real property, which\ninstrument shall be conclusive in favor of a person who gives value without\nknowledge of the lack of authority of the person signing and delivering the\ninstrument.\n\nHISTORY: 1995, c. 168.","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}}