{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1025.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1025.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1025.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1025.html"}],"law_id":71595,"edition_id":1,"section_id":71595,"structure_id":13202,"section_number":"13.1-1025","catch_line":"Limitation of liability of members and managers; exception","history":"1991, c. 168; 1992, c. 574; 2002, c. 288.","full_text":"A\n\nIn any proceeding brought by or in the right of a limited liability company or brought by or on behalf of members of the limited liability company, the damages assessed against a manager or member arising out of a single transaction, occurrence or course of conduct shall not exceed the lesser of:1\n\nThe monetary amount, including the elimination of liability, specified in writing in the articles of organization or an operating agreement as a limitation on or elimination of the liability of the manager or member; or2\n\nThe greater of (i) $100,000 or (ii) the amount of cash compensation received by the manager or member from the limited liability company during the twelve months immediately preceding the act or omission for which liability was imposed; however, the cash compensation of a manager or member shall not be deemed to include amounts constituting distributions for the purposes of § 13.1-1035.B\n\nThe liability of a manager or member shall not be limited as provided in this section to the extent otherwise provided in writing in the articles of organization or an operating agreement, or if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.C\n\nNo limitation on or elimination of liability adopted pursuant to this section may be affected by any amendment of the articles of organization or operating agreement with respect to any act or omission occurring before such amendment.","order_by":null,"text":{"0":{"id":258048,"text":"In any proceeding brought by or in the right of a limited liability company or brought by or on behalf of members of the limited liability company, the damages assessed against a manager or member arising out of a single transaction, occurrence or course of conduct shall not exceed the lesser of:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":258049,"text":"The monetary amount, including the elimination of liability, specified in writing in the articles of organization or an operating agreement as a limitation on or elimination of the liability of the manager or member; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":258050,"text":"The greater of (i) $100,000 or (ii) the amount of cash compensation received by the manager or member from the limited liability company during the twelve months immediately preceding the act or omission for which liability was imposed; however, the cash compensation of a manager or member shall not be deemed to include amounts constituting distributions for the purposes of § 13.1-1035.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":258051,"text":"The liability of a manager or member shall not be limited as provided in this section to the extent otherwise provided in writing in the articles of organization or an operating agreement, or if the manager or member engaged in willful misconduct or a knowing violation of the criminal law.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":258052,"text":"No limitation on or elimination of liability adopted pursuant to this section may be affected by any amendment of the articles of organization or operating agreement with respect to any act or omission occurring before such amendment.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1025\/","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 2 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 2002, chapter 288<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":148845,"object_type":"law","relational_id":71595,"identifier":"13.1-1025","token":"13.1\/12\/5\/13.1-1025","url":"\/13.1-1025\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1025\/","token":"13.1\/12\/5\/13.1-1025","dublin_core":{"Title":"Limitation of liability of members and managers; exception","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1025","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> In any proceeding brought by or in the right of a limited liability company<\/span> or brought by or on behalf of members<\/span> of the limited liability company<\/span>, the damages<\/span> assessed against a manager<\/span> or member<\/span> arising out of a single transaction, occurrence or course of conduct shall not exceed the lesser of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The monetary amount, including the elimination of liability, specified in writing in the articles of organization<\/span> or an operating agreement<\/span> as a limitation on or elimination of the liability of the manager<\/span> or member<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The greater of (i) $100,000 or (ii) the amount of cash compensation received by the manager<\/span> or member<\/span> from the limited liability company<\/span> during the twelve months immediately preceding the act or omission for which liability was imposed; however, the cash compensation of a manager<\/span> or member<\/span> shall not be deemed to include amounts constituting distributions<\/span> for the purposes of § 13.1-1035<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The liability of a manager<\/span> or member<\/span> shall not be limited as provided in this section to the extent otherwise provided in writing in the articles of organization<\/span> or an operating agreement<\/span>, or if the manager<\/span> or member<\/span> engaged in willful misconduct or a knowing violation of the criminal law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> No limitation on or elimination of liability adopted pursuant to this section may be affected by any amendment of the articles of organization<\/span> or operating agreement<\/span> with respect to any act or omission occurring before such amendment. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLIMITATION OF LIABILITY OF MEMBERS AND MANAGERS; EXCEPTION (\u00a7 13.1-1025)\n\nA. In any proceeding brought by or in the right of a limited liability company\nor brought by or on behalf of members of the limited liability company, the\ndamages assessed against a manager or member arising out of a single\ntransaction, occurrence or course of conduct shall not exceed the lesser of:\n\n 1. The monetary amount, including the elimination of liability, specified in\n writing in the articles of organization or an operating agreement as a\n limitation on or elimination of the liability of the manager or member; or\n\n 2. The greater of (i) $100,000 or (ii) the amount of cash compensation\n received by the manager or member from the limited liability company during\n the twelve months immediately preceding the act or omission for which\n liability was imposed; however, the cash compensation of a manager or member\n shall not be deemed to include amounts constituting distributions for the\n purposes of § 13.1-1035.\n\nB. The liability of a manager or member shall not be limited as provided in this\nsection to the extent otherwise provided in writing in the articles of\norganization or an operating agreement, or if the manager or member engaged in\nwillful misconduct or a knowing violation of the criminal law.\n\nC. No limitation on or elimination of liability adopted pursuant to this section\nmay be affected by any amendment of the articles of organization or operating\nagreement with respect to any act or omission occurring before such amendment.\n\nHISTORY: 1991, c. 168; 1992, c. 574; 2002, c. 288.","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}}