{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1022.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1022.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1022.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1022.html"}],"law_id":74765,"edition_id":1,"section_id":74765,"structure_id":13202,"section_number":"13.1-1022","catch_line":"Management of limited liability company","history":"1991, c. 168; 1992, c. 574; 1995, c. 168; 1998, c. 432; 2002, c. 288; 2004, c. 601; 2005, c. 255.","full_text":"A\n\nExcept to the extent that the articles of organization or an operating agreement provides in writing for management of a limited liability company by a manager or managers, management of a limited liability company shall be vested in its members.B\n\nUnless otherwise provided in this chapter, in the articles of organization, or in an operating agreement, the members of a limited liability company shall vote in proportion to their contributions to the limited liability company, as adjusted from time to time, and a majority vote of the members of a limited liability company shall consist of the vote or other approval of members having a majority share of the voting power of all members.C\n\nUnless otherwise provided in this chapter, in the articles of organization, or in an operating agreement, any action required or permitted to be taken by the members of a limited liability company may be taken upon a majority vote of the members.D\n\nUnless otherwise provided in the articles of organization or an operating agreement, the members of a limited liability company have the power and authority to delegate to one or more other persons the members’ rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers and employees of a member or manager of the limited liability company, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such persons may be denominated as officers of the limited liability company without being deemed to have the status of a manager, unless designated as a manager in the articles of organization or an operating agreement.E\n\nUnless otherwise provided in the articles of organization or an operating agreement, the members of a limited liability company may take action permitted or required to be taken by the members without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. A consent transmitted by a member by electronic transmission shall be deemed to be signed for the purposes of this section. Unless otherwise provided in the articles of organization or an operating agreement, on any matter that is to be voted on by members, the members may vote in person or by proxy.F\n\nThe articles of organization or an operating agreement may provide for classes or groups of members having such relative rights, powers, and duties as the articles of organization or an operating agreement may provide, and may make provision for the future creation in the manner provided in the articles of organization or an operating agreement of additional classes or groups of members having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members.G\n\nThe articles of organization, an operating agreement, or a plan of merger may provide that dissenters’ rights with respect to a membership interest shall be available for any class or group of members in connection with any amendment of an operating agreement, any merger in which the limited liability company is a party, any conversion of the limited liability company to another business form, any transfer to or domestication in any other jurisdiction by the limited liability company, or the sale of all or substantially all of the limited liability company’s assets.","order_by":null,"text":{"0":{"id":268677,"text":"Except to the extent that the articles of organization or an operating agreement provides in writing for management of a limited liability company by a manager or managers, management of a limited liability company shall be vested in its members.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":268678,"text":"Unless otherwise provided in this chapter, in the articles of organization, or in an operating agreement, the members of a limited liability company shall vote in proportion to their contributions to the limited liability company, as adjusted from time to time, and a majority vote of the members of a limited liability company shall consist of the vote or other approval of members having a majority share of the voting power of all members.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":268679,"text":"Unless otherwise provided in this chapter, in the articles of organization, or in an operating agreement, any action required or permitted to be taken by the members of a limited liability company may be taken upon a majority vote of the members.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":268680,"text":"Unless otherwise provided in the articles of organization or an operating agreement, the members of a limited liability company have the power and authority to delegate to one or more other persons the members’ rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers and employees of a member or manager of the limited liability company, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such persons may be denominated as officers of the limited liability company without being deemed to have the status of a manager, unless designated as a manager in the articles of organization or an operating agreement.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":268681,"text":"Unless otherwise provided in the articles of organization or an operating agreement, the members of a limited liability company may take action permitted or required to be taken by the members without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. A consent transmitted by a member by electronic transmission shall be deemed to be signed for the purposes of this section. Unless otherwise provided in the articles of organization or an operating agreement, on any matter that is to be voted on by members, the members may vote in person or by proxy.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":268682,"text":"The articles of organization or an operating agreement may provide for classes or groups of members having such relative rights, powers, and duties as the articles of organization or an operating agreement may provide, and may make provision for the future creation in the manner provided in the articles of organization or an operating agreement of additional classes or groups of members having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":268683,"text":"The articles of organization, an operating agreement, or a plan of merger may provide that dissenters’ rights with respect to a membership interest shall be available for any class or group of members in connection with any amendment of an operating agreement, any merger in which the limited liability company is a party, any conversion of the limited liability company to another business form, any transfer to or domestication in any other jurisdiction by the limited liability company, or the sale of all or substantially all of the limited liability company’s assets.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F"}},"ancestry":[{"id":13202,"edition_id":1,"name":"Relationship of Members to Each Other","identifier":"5","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:44:26","date_modified":"2026-06-26 03:44:26","permalink":{"id":148823,"object_type":"structure","relational_id":13202,"identifier":"5","token":"13.1\/12\/5","url":"\/13.1\/12\/5\/","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":74765,"structure_id":13202,"section_number":"13.1-1022","catch_line":"Management of limited liability company","url":"\/13.1-1022\/","token":"13.1\/12\/5\/13.1-1022","metadata":false},{"id":59774,"structure_id":13202,"section_number":"13.1-1023","catch_line":"Operating agreement","url":"\/13.1-1023\/","token":"13.1\/12\/5\/13.1-1023","metadata":false},{"id":61654,"structure_id":13202,"section_number":"13.1-1023.1","catch_line":"Remedies for breach of operating agreement by member or manager","url":"\/13.1-1023.1\/","token":"13.1\/12\/5\/13.1-1023.1","metadata":false},{"id":62304,"structure_id":13202,"section_number":"13.1-1024","catch_line":"Management of a limited liability company by a manager or managers","url":"\/13.1-1024\/","token":"13.1\/12\/5\/13.1-1024","metadata":false},{"id":69370,"structure_id":13202,"section_number":"13.1-1024.1","catch_line":"General standards of conduct for a manager","url":"\/13.1-1024.1\/","token":"13.1\/12\/5\/13.1-1024.1","metadata":false},{"id":71595,"structure_id":13202,"section_number":"13.1-1025","catch_line":"Limitation of liability of members and managers; exception","url":"\/13.1-1025\/","token":"13.1\/12\/5\/13.1-1025","metadata":false},{"id":54912,"structure_id":13202,"section_number":"13.1-1026","catch_line":"Business transactions of members or managers with the limited liability company","url":"\/13.1-1026\/","token":"13.1\/12\/5\/13.1-1026","metadata":false},{"id":73291,"structure_id":13202,"section_number":"13.1-1027","catch_line":"Contributions","url":"\/13.1-1027\/","token":"13.1\/12\/5\/13.1-1027","metadata":false},{"id":54212,"structure_id":13202,"section_number":"13.1-1028","catch_line":"Information and records","url":"\/13.1-1028\/","token":"13.1\/12\/5\/13.1-1028","metadata":false}],"next_section":{"id":59774,"structure_id":13202,"section_number":"13.1-1023","catch_line":"Operating agreement","url":"\/13.1-1023\/","token":"13.1\/12\/5\/13.1-1023","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1022\/","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 1992, chapter 574; in 1995, chapter 168<\/a>; in 1998, chapter 432<\/a>; in 2002, chapter 288<\/a>; in 2004, chapter 601<\/a>; in 2005, chapter 255<\/a>.<\/p>","references":[{"id":74442,"section_number":"13.1-1019","catch_line":"Liability to third parties","order_by":null,"url":"\/13.1-1019\/"},{"id":66741,"section_number":"13.1-1040","catch_line":"Right of assignee to become member","order_by":null,"url":"\/13.1-1040\/"}],"refers_to":false,"permalink":{"id":148825,"object_type":"law","relational_id":74765,"identifier":"13.1-1022","token":"13.1\/12\/5\/13.1-1022","url":"\/13.1-1022\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1022\/","token":"13.1\/12\/5\/13.1-1022","dublin_core":{"Title":"Management of limited liability company","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1022","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except to the extent that the articles of organization<\/span> or an operating agreement<\/span> provides in writing for management of a limited liability company<\/span> by a manager<\/span> or managers<\/span><\/span>, management of a limited liability company<\/span> shall be vested in its members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless otherwise provided in this chapter, in the articles of organization<\/span>, or in an operating agreement<\/span>, the members<\/span> of a limited liability company<\/span> shall vote in proportion to their contributions<\/span> to the limited liability company<\/span>, as adjusted from time to time, and a majority vote of the members<\/span> of a limited liability company<\/span> shall consist of the vote or other approval of members<\/span> having a majority share of the voting power of all members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Unless otherwise provided in this chapter, in the articles of organization<\/span>, or in an operating agreement<\/span>, any action required or permitted to be taken by the members<\/span> of a limited liability company<\/span> may be taken upon a majority vote of the members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, the members<\/span> of a limited liability company<\/span> have the power and authority to delegate to one or more other persons<\/span> the members<\/span>’ rights and powers to manage and control the business and affairs of the limited liability company<\/span>, including to delegate to agents, officers and employees of a member<\/span> or manager<\/span> of the limited liability company<\/span>, and to delegate by a management agreement or other agreement with, or otherwise to, other persons<\/span>. Such persons<\/span> may be denominated as officers of the limited liability company<\/span> without being deemed to have the status of a manager<\/span>, unless designated as a manager<\/span> in the articles of organization<\/span> or an operating agreement<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, the members<\/span> of a limited liability company<\/span> may take action permitted or required to be taken by the members<\/span> without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by members<\/span> having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. A consent transmitted by a member<\/span> by electronic transmission<\/span> shall be deemed to be signed for the purposes of this section. Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, on any matter that is to be voted on by members<\/span>, the members<\/span> may vote in person<\/span> or by proxy. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The articles of organization<\/span> or an operating agreement<\/span> may provide for classes or groups of members<\/span> having such relative rights, powers, and duties as the articles of organization<\/span> or an operating agreement<\/span> may provide, and may make provision for the future creation in the manner provided in the articles of organization<\/span> or an operating agreement<\/span> of additional classes or groups of members<\/span> having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The articles of organization<\/span>, an operating agreement<\/span>, or a plan of merger may provide that dissenters’ rights with respect to a membership interest<\/span> shall be available for any class or group of members<\/span> in connection with any amendment of an operating agreement<\/span>, any merger in which the limited liability company<\/span> is a party<\/span>, any conversion of the limited liability company<\/span> to another business form, any transfer<\/span> to or domestication in any other jurisdiction<\/span> by the limited liability company<\/span>, or the sale of all or substantially all of the limited liability company<\/span>’s assets<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMANAGEMENT OF LIMITED LIABILITY COMPANY (\u00a7 13.1-1022)\n\nA. Except to the extent that the articles of organization or an operating\nagreement provides in writing for management of a limited liability company by a\nmanager or managers, management of a limited liability company shall be vested\nin its members.\n\nB. Unless otherwise provided in this chapter, in the articles of organization,\nor in an operating agreement, the members of a limited liability company shall\nvote in proportion to their contributions to the limited liability company, as\nadjusted from time to time, and a majority vote of the members of a limited\nliability company shall consist of the vote or other approval of members having\na majority share of the voting power of all members.\n\nC. Unless otherwise provided in this chapter, in the articles of organization,\nor in an operating agreement, any action required or permitted to be taken by\nthe members of a limited liability company may be taken upon a majority vote of\nthe members.\n\nD. Unless otherwise provided in the articles of organization or an operating\nagreement, the members of a limited liability company have the power and\nauthority to delegate to one or more other persons the members’ rights and\npowers to manage and control the business and affairs of the limited liability\ncompany, including to delegate to agents, officers and employees of a member or\nmanager of the limited liability company, and to delegate by a management\nagreement or other agreement with, or otherwise to, other persons. Such persons\nmay be denominated as officers of the limited liability company without being\ndeemed to have the status of a manager, unless designated as a manager in the\narticles of organization or an operating agreement.\n\nE. Unless otherwise provided in the articles of organization or an operating\nagreement, the members of a limited liability company may take action permitted\nor required to be taken by the members without a meeting, without prior notice\nand without a vote if a consent or consents in writing, setting forth the action\nso taken, shall be signed by members having not less than the minimum number of\nvotes that would be necessary to authorize or take such action at a meeting. A\nconsent transmitted by a member by electronic transmission shall be deemed to be\nsigned for the purposes of this section. Unless otherwise provided in the\narticles of organization or an operating agreement, on any matter that is to be\nvoted on by members, the members may vote in person or by proxy.\n\nF. The articles of organization or an operating agreement may provide for\nclasses or groups of members having such relative rights, powers, and duties as\nthe articles of organization or an operating agreement may provide, and may make\nprovision for the future creation in the manner provided in the articles of\norganization or an operating agreement of additional classes or groups of\nmembers having such relative rights, powers, and duties as may from time to time\nbe established, including rights, powers, and duties senior to existing classes\nand groups of members.\n\nG. The articles of organization, an operating agreement, or a plan of merger may\nprovide that dissenters’ rights with respect to a membership interest\nshall be available for any class or group of members in connection with any\namendment of an operating agreement, any merger in which the limited liability\ncompany is a party, any conversion of the limited liability company to another\nbusiness form, any transfer to or domestication in any other jurisdiction by the\nlimited liability company, or the sale of all or substantially all of the\nlimited liability company’s assets.\n\nHISTORY: 1991, c. 168; 1992, c. 574; 1995, c. 168; 1998, c. 432; 2002, c. 288;\n2004, c. 601; 2005, c. 255.","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}}