{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1027.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1027.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1027.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1027.html"}],"law_id":73291,"edition_id":1,"section_id":73291,"structure_id":13202,"section_number":"13.1-1027","catch_line":"Contributions","history":"1991, c. 168; 1995, c. 168; 1999, c. 966.","full_text":"A\n\nThe contributions of a member to a limited liability company may be in cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.B\n\nExcept as provided in the articles of organization or an operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, he is obligated at the option of the limited liability company to contribute cash equal to that portion of the value, as stated in the limited liability company records required to be kept by § 13.1-1028, of such contribution that has not been made.C\n\nUnless otherwise provided in the articles of organization or an operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on the original obligation may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.D\n\nThe articles of organization or an operating agreement may provide in writing that the interest of any member who fails to make any contribution that he is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating his interest in the limited liability company to that of nondefaulting members, a forced sale of his interest in the limited liability company, forfeiture of his interest in the limited liability company, the lending by other members of the amount necessary to meet his commitment, a fixing of the value of his interest in the limited liability company by appraisal or by formula and redemption or sale of his interest in the limited liability company at such value, or other penalty or consequence.E\n\nNo promise by a member to contribute to a limited liability company is enforceable unless set out in a writing signed by the member.F\n\nThe contributions of a corporation to a limited liability company of which such corporation is a member may be in the form of an asset for which an application for a project requiring a certificate has been approved by the Commissioner pursuant to the provisions of Title 32.1. No further approval by such Commissioner shall be required as a condition to the validity of the member’s contribution of such an asset to the limited liability company if (i) both the member and the limited liability company have their principal offices within the same city or county of the Commonwealth, (ii) such contributing member owns at least one-third of the membership interests of the limited liability company, and (iii) the assets contributed by such member to the limited liability company comprise not more than ten percent of such assets of the member.","order_by":null,"text":{"0":{"id":263744,"text":"The contributions of a member to a limited liability company may be in cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":263745,"text":"Except as provided in the articles of organization or an operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, he is obligated at the option of the limited liability company to contribute cash equal to that portion of the value, as stated in the limited liability company records required to be kept by § 13.1-1028, of such contribution that has not been made.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":263746,"text":"Unless otherwise provided in the articles of organization or an operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on the original obligation may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":263747,"text":"The articles of organization or an operating agreement may provide in writing that the interest of any member who fails to make any contribution that he is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating his interest in the limited liability company to that of nondefaulting members, a forced sale of his interest in the limited liability company, forfeiture of his interest in the limited liability company, the lending by other members of the amount necessary to meet his commitment, a fixing of the value of his interest in the limited liability company by appraisal or by formula and redemption or sale of his interest in the limited liability company at such value, or other penalty or consequence.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":263748,"text":"No promise by a member to contribute to a limited liability company is enforceable unless set out in a writing signed by the member.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":263749,"text":"The contributions of a corporation to a limited liability company of which such corporation is a member may be in the form of an asset for which an application for a project requiring a certificate has been approved by the Commissioner pursuant to the provisions of Title 32.1. No further approval by such Commissioner shall be required as a condition to the validity of the member’s contribution of such an asset to the limited liability company if (i) both the member and the limited liability company have their principal offices within the same city or county of the Commonwealth, (ii) such contributing member owns at least one-third of the membership interests of the limited liability company, and (iii) the assets contributed by such member to the limited liability company comprise not more than ten percent of such assets of the member.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1027\/","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 1995, chapter 168<\/a>; in 1999, chapter 966<\/a>.<\/p>","references":[{"id":66741,"section_number":"13.1-1040","catch_line":"Right of assignee to become member","order_by":null,"url":"\/13.1-1040\/"}],"refers_to":[{"id":54212,"section_number":"13.1-1028","catch_line":"Information and records","order_by":null,"url":"\/13.1-1028\/"}],"permalink":{"id":148853,"object_type":"law","relational_id":73291,"identifier":"13.1-1027","token":"13.1\/12\/5\/13.1-1027","url":"\/13.1-1027\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1027\/","token":"13.1\/12\/5\/13.1-1027","dublin_core":{"Title":"Contributions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1027","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The contributions<\/span> of a member<\/span> to a limited liability company<\/span> may be in cash, property<\/span>, or services rendered or a promissory note or other binding obligation to contribute cash or property<\/span> or to perform services. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Except as provided in the articles of organization<\/span> or an operating agreement<\/span>, a member<\/span> is obligated to the limited liability company<\/span> to perform any enforceable promise to contribute cash or property<\/span> or to perform services, even if he is unable to perform because of death, disability or any other reason. If a member<\/span> does not make the required contribution<\/span> of property<\/span> or services, he is obligated at the option of the limited liability company<\/span> to contribute cash equal to that portion of the value, as stated in the limited liability company<\/span> records required to be kept by § 13.1-1028<\/a>, of such contribution<\/span> that has not been made. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, the obligation of a member<\/span> to make a contribution<\/span> or return money or other property<\/span> paid or distributed in violation of this chapter may be compromised only by consent of all the members<\/span>. Notwithstanding the compromise, a creditor<\/span> of a limited liability company<\/span> who extends credit or otherwise acts in reliance on the original obligation may enforce the original obligation to the extent that, in extending credit, the creditor<\/span> reasonably relied on the obligation of a member<\/span> to make a contribution<\/span> or return. A conditional obligation of a member<\/span> to make a contribution<\/span> or return money or other property<\/span> to a limited liability company<\/span> may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member<\/span>. Conditional obligations include contributions<\/span> payable upon a discretionary call of a limited liability company<\/span> prior to the time the call occurs. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The articles of organization<\/span> or an operating agreement<\/span> may provide in writing that the interest<\/span> of any member<\/span> who fails to make any contribution<\/span> that he is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty<\/span> or consequence may take the form of reducing or eliminating the defaulting member<\/span>’s proportionate interest<\/span> in a limited liability company<\/span>, subordinating his interest<\/span> in the limited liability company<\/span> to that of nondefaulting members<\/span>, a forced sale of his interest<\/span> in the limited liability company<\/span>, forfeiture of his interest<\/span> in the limited liability company<\/span>, the lending by other members<\/span> of the amount necessary to meet his commitment, a fixing of the value of his interest<\/span> in the limited liability company<\/span> by appraisal or by formula and redemption<\/span> or sale of his interest<\/span> in the limited liability company<\/span> at such value, or other penalty<\/span> or consequence. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> No promise by a member<\/span> to contribute to a limited liability company<\/span> is enforceable unless set out in a writing signed by the member<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The contributions<\/span> of a corporation to a limited liability company<\/span> of which such corporation is a member<\/span> may be in the form of an asset for which an application for a project requiring a certificate has been approved by the Commissioner pursuant to the provisions of Title 32.1. No further approval by such Commissioner shall be required as a condition to the validity of the member<\/span>’s contribution<\/span> of such an asset to the limited liability company<\/span> if (i) both the member<\/span> and the limited liability company<\/span> have their principal offices<\/span> within the same city or county of the Commonwealth, (ii) such contributing member<\/span> owns at least one-third of the membership interests<\/span> of the limited liability company<\/span>, and (iii) the assets<\/span> contributed by such member<\/span> to the limited liability company<\/span> comprise not more than ten percent of such assets<\/span> of the member<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONTRIBUTIONS (\u00a7 13.1-1027)\n\nA. The contributions of a member to a limited liability company may be in cash,\nproperty, or services rendered or a promissory note or other binding obligation\nto contribute cash or property or to perform services.\n\nB. Except as provided in the articles of organization or an operating agreement,\na member is obligated to the limited liability company to perform any\nenforceable promise to contribute cash or property or to perform services, even\nif he is unable to perform because of death, disability or any other reason. If\na member does not make the required contribution of property or services, he is\nobligated at the option of the limited liability company to contribute cash\nequal to that portion of the value, as stated in the limited liability company\nrecords required to be kept by § 13.1-1028, of such contribution that has\nnot been made.\n\nC. Unless otherwise provided in the articles of organization or an operating\nagreement, the obligation of a member to make a contribution or return money or\nother property paid or distributed in violation of this chapter may be\ncompromised only by consent of all the members. Notwithstanding the compromise,\na creditor of a limited liability company who extends credit or otherwise acts\nin reliance on the original obligation may enforce the original obligation to\nthe extent that, in extending credit, the creditor reasonably relied on the\nobligation of a member to make a contribution or return. A conditional\nobligation of a member to make a contribution or return money or other property\nto a limited liability company may not be enforced unless the conditions of the\nobligation have been satisfied or waived as to or by such member. Conditional\nobligations include contributions payable upon a discretionary call of a limited\nliability company prior to the time the call occurs.\n\nD. The articles of organization or an operating agreement may provide in writing\nthat the interest of any member who fails to make any contribution that he is\nobligated to make shall be subject to specified penalties for, or specified\nconsequences of, such failure. Such penalty or consequence may take the form of\nreducing or eliminating the defaulting member’s proportionate interest in\na limited liability company, subordinating his interest in the limited liability\ncompany to that of nondefaulting members, a forced sale of his interest in the\nlimited liability company, forfeiture of his interest in the limited liability\ncompany, the lending by other members of the amount necessary to meet his\ncommitment, a fixing of the value of his interest in the limited liability\ncompany by appraisal or by formula and redemption or sale of his interest in the\nlimited liability company at such value, or other penalty or consequence.\n\nE. No promise by a member to contribute to a limited liability company is\nenforceable unless set out in a writing signed by the member.\n\nF. The contributions of a corporation to a limited liability company of which\nsuch corporation is a member may be in the form of an asset for which an\napplication for a project requiring a certificate has been approved by the\nCommissioner pursuant to the provisions of Title 32.1. No further approval by\nsuch Commissioner shall be required as a condition to the validity of the\nmember’s contribution of such an asset to the limited liability company if\n(i) both the member and the limited liability company have their principal\noffices within the same city or county of the Commonwealth, (ii) such\ncontributing member owns at least one-third of the membership interests of the\nlimited liability company, and (iii) the assets contributed by such member to\nthe limited liability company comprise not more than ten percent of such assets\nof the member.\n\nHISTORY: 1991, c. 168; 1995, c. 168; 1999, c. 966.","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}}