{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1024.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1024.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1024.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1024.html"}],"law_id":62304,"edition_id":1,"section_id":62304,"structure_id":13202,"section_number":"13.1-1024","catch_line":"Management of a limited liability company by a manager or managers","history":"1991, c. 168; 1992, c. 574; 1996, c. 265; 1998, c. 432; 2002, c. 288; 2004, c. 601.","full_text":"A\n\nThe articles of organization or an operating agreement of a limited liability company may delegate full or partial responsibility for managing a limited liability company to or among one or more managers.B\n\nManagers need not be residents of this Commonwealth or members of the limited liability company unless the articles of organization or an operating agreement so require. The articles of organization or an operating agreement may prescribe other qualifications for managers.C\n\nThe number of managers shall be fixed by or in the manner provided in the articles of organization or an operating agreement. The number of managers may be increased or decreased by amendment to, or in the manner provided in, the articles of organization or an operating agreement.D\n\nUnless otherwise provided in the articles of organization or an operating agreement, managers shall be elected by the members.E\n\nUnless otherwise provided in the articles of organization or an operating agreement, any vacancy occurring in the office of manager shall be filled by a majority vote of the members.F\n\nAll managers or any lesser number may be removed in the manner provided in the articles of organization or an operating agreement. If the articles of organization or an operating agreement does not provide for the removal of managers, then all managers or any lesser number may be removed with or without cause by a majority vote of the members.G\n\nUnless otherwise provided in the articles of organization or an operating agreement, any action required or permitted to be taken by the managers of a limited liability company may be taken upon a majority vote of the managers.H\n\nUnless otherwise provided in the articles of organization or an operating agreement, a manager of a limited liability company has the power and authority to delegate to one or more other persons the manager’s 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 another 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. Unless otherwise provided in the articles of organization or an operating agreement, such delegation by a manager of a limited liability company shall not cause the manager to cease to be a manager of the limited liability company.I\n\nUnless otherwise provided in the articles of organization or an operating agreement, the managers of a limited liability company may take any action permitted or required to be taken by the managers 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 managers 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 manager 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 managers, the managers may vote in person or by proxy, and any such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law.J\n\nThe articles of organization or an operating agreement may provide for classes or groups of managers 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 managers 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 managers.","order_by":null,"text":{"0":{"id":227253,"text":"The articles of organization or an operating agreement of a limited liability company may delegate full or partial responsibility for managing a limited liability company to or among one or more managers.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":227254,"text":"Managers need not be residents of this Commonwealth or members of the limited liability company unless the articles of organization or an operating agreement so require. The articles of organization or an operating agreement may prescribe other qualifications for managers.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":227255,"text":"The number of managers shall be fixed by or in the manner provided in the articles of organization or an operating agreement. The number of managers may be increased or decreased by amendment to, or in the manner provided in, the articles of organization or an operating agreement.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":227256,"text":"Unless otherwise provided in the articles of organization or an operating agreement, managers shall be elected by the members.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":227257,"text":"Unless otherwise provided in the articles of organization or an operating agreement, any vacancy occurring in the office of manager shall be filled by a majority vote of the members.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":227258,"text":"All managers or any lesser number may be removed in the manner provided in the articles of organization or an operating agreement. If the articles of organization or an operating agreement does not provide for the removal of managers, then all managers or any lesser number may be removed with or without cause by a majority vote of the members.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":227259,"text":"Unless otherwise provided in the articles of organization or an operating agreement, any action required or permitted to be taken by the managers of a limited liability company may be taken upon a majority vote of the managers.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"7":{"id":227260,"text":"Unless otherwise provided in the articles of organization or an operating agreement, a manager of a limited liability company has the power and authority to delegate to one or more other persons the manager’s 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 another 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. Unless otherwise provided in the articles of organization or an operating agreement, such delegation by a manager of a limited liability company shall not cause the manager to cease to be a manager of the limited liability company.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"8":{"id":227261,"text":"Unless otherwise provided in the articles of organization or an operating agreement, the managers of a limited liability company may take any action permitted or required to be taken by the managers 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 managers 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 manager 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 managers, the managers may vote in person or by proxy, and any such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H","next_prefix":"J"},"9":{"id":227262,"text":"The articles of organization or an operating agreement may provide for classes or groups of managers 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 managers 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 managers.","type":"section","prefixes":["J"],"prefix":"J","entire_prefix":"J","prefix_anchor":"J","level":1,"prior_prefix":"I"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1024\/","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 5 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 1996, chapter 265<\/a>; in 1998, chapter 432<\/a>; in 2002, chapter 288<\/a>; in 2004, chapter 601<\/a>.<\/p>","references":[{"id":74442,"section_number":"13.1-1019","catch_line":"Liability to third parties","order_by":null,"url":"\/13.1-1019\/"}],"refers_to":false,"permalink":{"id":148837,"object_type":"law","relational_id":62304,"identifier":"13.1-1024","token":"13.1\/12\/5\/13.1-1024","url":"\/13.1-1024\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1024\/","token":"13.1\/12\/5\/13.1-1024","dublin_core":{"Title":"Management of a limited liability company by a manager or managers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1024","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The articles of organization<\/span> or an operating agreement<\/span> of a limited liability company<\/span> may delegate full or partial responsibility for managing a limited liability company<\/span> to or among one or more managers<\/span><\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Managers<\/span><\/span> need not be residents of this Commonwealth or members<\/span> of the limited liability company<\/span> unless the articles of organization<\/span> or an operating agreement<\/span> so require. The articles of organization<\/span> or an operating agreement<\/span> may prescribe other qualifications for managers<\/span><\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The number of managers<\/span><\/span> shall be fixed by or in the manner provided in the articles of organization<\/span> or an operating agreement<\/span>. The number of managers<\/span><\/span> may be increased or decreased by amendment to, or in the manner provided in, the articles of organization<\/span> or an operating agreement<\/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>, managers<\/span><\/span> shall be elected by the members<\/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>, any vacancy occurring in the office of manager<\/span> shall be filled by a majority vote of the members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> All managers<\/span><\/span> or any lesser number may be removed in the manner provided in the articles of organization<\/span> or an operating agreement<\/span>. If the articles of organization<\/span> or an operating agreement<\/span> does not provide for the removal of managers<\/span><\/span>, then all managers<\/span><\/span> or any lesser number may be removed with or without cause by a majority vote of the members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

H.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, a manager<\/span> of a limited liability company<\/span> has the power and authority to delegate to one or more other persons<\/span> the manager<\/span>’s 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 another 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>. Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, such delegation by a manager<\/span> of a limited liability company<\/span> shall not cause the manager<\/span> to cease to be a manager<\/span> of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, the managers<\/span><\/span> of a limited liability company<\/span> may take any action permitted or required to be taken by the managers<\/span><\/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 managers<\/span><\/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 manager<\/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 managers<\/span><\/span>, the managers<\/span><\/span> may vote in person<\/span> or by proxy, and any such proxy may be granted in writing, by means of electronic transmission<\/span> or as otherwise permitted by applicable law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

J.<\/span> The articles of organization<\/span> or an operating agreement<\/span> may provide for classes or groups of managers<\/span><\/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 managers<\/span><\/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 managers<\/span><\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMANAGEMENT OF A LIMITED LIABILITY COMPANY BY A MANAGER OR MANAGERS (\u00a7\n13.1-1024)\n\nA. The articles of organization or an operating agreement of a limited liability\ncompany may delegate full or partial responsibility for managing a limited\nliability company to or among one or more managers.\n\nB. Managers need not be residents of this Commonwealth or members of the limited\nliability company unless the articles of organization or an operating agreement\nso require. The articles of organization or an operating agreement may prescribe\nother qualifications for managers.\n\nC. The number of managers shall be fixed by or in the manner provided in the\narticles of organization or an operating agreement. The number of managers may\nbe increased or decreased by amendment to, or in the manner provided in, the\narticles of organization or an operating agreement.\n\nD. Unless otherwise provided in the articles of organization or an operating\nagreement, managers shall be elected by the members.\n\nE. Unless otherwise provided in the articles of organization or an operating\nagreement, any vacancy occurring in the office of manager shall be filled by a\nmajority vote of the members.\n\nF. All managers or any lesser number may be removed in the manner provided in\nthe articles of organization or an operating agreement. If the articles of\norganization or an operating agreement does not provide for the removal of\nmanagers, then all managers or any lesser number may be removed with or without\ncause by a majority vote of the members.\n\nG. Unless otherwise provided in the articles of organization or an operating\nagreement, any action required or permitted to be taken by the managers of a\nlimited liability company may be taken upon a majority vote of the managers.\n\nH. Unless otherwise provided in the articles of organization or an operating\nagreement, a manager of a limited liability company has the power and authority\nto delegate to one or more other persons the manager’s rights and powers\nto manage and control the business and affairs of the limited liability company,\nincluding to delegate to agents, officers and employees of a member or manager\nof the limited liability company, and to delegate by a management agreement or\nanother agreement with, or otherwise to, other persons. Such persons may be\ndenominated as officers of the limited liability company without being deemed to\nhave the status of a manager, unless designated as a manager in the articles of\norganization or an operating agreement. Unless otherwise provided in the\narticles of organization or an operating agreement, such delegation by a manager\nof a limited liability company shall not cause the manager to cease to be a\nmanager of the limited liability company.\n\nI. Unless otherwise provided in the articles of organization or an operating\nagreement, the managers of a limited liability company may take any action\npermitted or required to be taken by the managers without a meeting, without\nprior notice and without a vote if a consent or consents in writing, setting\nforth the action so taken, shall be signed by managers having not less than the\nminimum number of votes that would be necessary to authorize or take such action\nat a meeting. A consent transmitted by a manager by electronic transmission\nshall be deemed to be signed for the purposes of this section. Unless otherwise\nprovided in the articles of organization or an operating agreement, on any\nmatter that is to be voted on by managers, the managers may vote in person or by\nproxy, and any such proxy may be granted in writing, by means of electronic\ntransmission or as otherwise permitted by applicable law.\n\nJ. The articles of organization or an operating agreement may provide for\nclasses or groups of managers 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\nmanagers having such relative rights, powers, and duties as may from time to\ntime be established, including rights, powers, and duties senior to existing\nclasses and groups of managers.\n\nHISTORY: 1991, c. 168; 1992, c. 574; 1996, c. 265; 1998, c. 432; 2002, c. 288;\n2004, c. 601.","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}}