{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1038.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1038.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1038.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1038.1.html"}],"law_id":77266,"edition_id":1,"section_id":77266,"structure_id":14689,"section_number":"13.1-1038.1","catch_line":"Admission of members","history":"1993, c. 113; 1997, c. 190; 2000, c. 581; 2001, c. 548; 2005, c. 255; 2006, cc. 748, 912; 2016, c. 288.","full_text":"A\n\nSubject to subsection B, a person may become a member in a limited liability company:1\n\nIn the case of a person acquiring a membership interest directly from the limited liability company, upon compliance with an operating agreement or, if the operating agreement does not so provide, upon the consent of a majority of the managers of a manager-managed limited liability company or a majority vote of the members of a member-managed limited liability company;2\n\nIn the case of an assignee of a membership interest, as provided in subsection A of § 13.1-1040;3\n\nIn the case of a limited liability company that has no members as of the commencement of its existence under § 13.1-1004, as provided in any writing signed by both the initial member or members and the managers, if any are designated in the articles of organization, or, if no managers are so designated, the organizers;4\n\nIn the case of a limited liability company the last remaining member of which has dissociated, (i) as provided in a writing executed by the successor in interest of that member, who may provide for the admission of the successor in interest or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member, provided that the articles of organization or an operating agreement may provide that the successor in interest of the last remaining member shall be obligated to agree in writing to the admission of the successor in interest of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member, or (ii) in the manner provided for in the articles of organization or an operating agreement, effective as of the occurrence of the event that caused the dissociation of the last remaining member, pursuant to a provision of the articles of organization or an operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company;5\n\nIn the case of a person being admitted as a member of a limited liability company pursuant to a merger approved in accordance with § 13.1-1071, as provided in the articles of merger or an operating agreement of the surviving limited liability company; and6\n\nIn the case of a person being admitted as a member of a limited liability company pursuant to a conversion or domestication of a partnership, non-United States entity, foreign limited liability company, or corporation into a domestic limited liability company in accordance with Article 12.2 (§ 13.1-722.8 et seq.) of Chapter 9 of this title, or, effective on and after November 1, 2006, Article 14 (§ 13.1-1074 et seq.) of Chapter 12 of this title, as provided in the articles of organization or an operating agreement of the converted or domesticated limited liability company at the time of conversion or domestication.B\n\nThe effective time of admission of a member to a limited liability company shall be the later of:1\n\nThe date the limited liability company is formed; or2\n\nThe time provided in an operating agreement, articles of merger or articles of organization, as applicable, or, if no such time is provided therein, then when the person’s admission is reflected in the records of the limited liability company.C\n\nA person may be admitted to a limited liability company as a member of the limited liability company and may receive a membership interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in the articles of organization or an operating agreement:1\n\nA person may be admitted to a limited liability company as a member of the limited liability company without acquiring a membership interest in the limited liability company; and2\n\nA person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a membership interest in the limited liability company.","order_by":null,"text":{"0":{"id":277151,"text":"Subject to subsection B, a person may become a member in a limited liability company:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":277152,"text":"In the case of a person acquiring a membership interest directly from the limited liability company, upon compliance with an operating agreement or, if the operating agreement does not so provide, upon the consent of a majority of the managers of a manager-managed limited liability company or a majority vote of the members of a member-managed limited liability company;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":277153,"text":"In the case of an assignee of a membership interest, as provided in subsection A of § 13.1-1040;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":277154,"text":"In the case of a limited liability company that has no members as of the commencement of its existence under § 13.1-1004, as provided in any writing signed by both the initial member or members and the managers, if any are designated in the articles of organization, or, if no managers are so designated, the organizers;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":277155,"text":"In the case of a limited liability company the last remaining member of which has dissociated, (i) as provided in a writing executed by the successor in interest of that member, who may provide for the admission of the successor in interest or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member, provided that the articles of organization or an operating agreement may provide that the successor in interest of the last remaining member shall be obligated to agree in writing to the admission of the successor in interest of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member, or (ii) in the manner provided for in the articles of organization or an operating agreement, effective as of the occurrence of the event that caused the dissociation of the last remaining member, pursuant to a provision of the articles of organization or an operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":277156,"text":"In the case of a person being admitted as a member of a limited liability company pursuant to a merger approved in accordance with § 13.1-1071, as provided in the articles of merger or an operating agreement of the surviving limited liability company; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":277157,"text":"In the case of a person being admitted as a member of a limited liability company pursuant to a conversion or domestication of a partnership, non-United States entity, foreign limited liability company, or corporation into a domestic limited liability company in accordance with Article 12.2 (§ 13.1-722.8 et seq.) of Chapter 9 of this title, or, effective on and after November 1, 2006, Article 14 (§ 13.1-1074 et seq.) of Chapter 12 of this title, as provided in the articles of organization or an operating agreement of the converted or domesticated limited liability company at the time of conversion or domestication.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":277158,"text":"The effective time of admission of a member to a limited liability company shall be the later of:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"B1"},"8":{"id":277159,"text":"The date the limited liability company is formed; or","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"9":{"id":277160,"text":"The time provided in an operating agreement, articles of merger or articles of organization, as applicable, or, if no such time is provided therein, then when the person’s admission is reflected in the records of the limited liability company.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"10":{"id":277161,"text":"A person may be admitted to a limited liability company as a member of the limited liability company and may receive a membership interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise 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":"B2","next_prefix":"C1"},"11":{"id":277162,"text":"A person may be admitted to a limited liability company as a member of the limited liability company without acquiring a membership interest in the limited liability company; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"12":{"id":277163,"text":"A person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a membership interest in the limited liability company.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1"}},"ancestry":[{"id":14689,"edition_id":1,"name":"Rights of and Assignment by Members","identifier":"7","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:49:22","date_modified":"2026-06-26 03:49:22","permalink":{"id":148899,"object_type":"structure","relational_id":14689,"identifier":"7","token":"13.1\/12\/7","url":"\/13.1\/12\/7\/","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":65055,"structure_id":14689,"section_number":"13.1-1038","catch_line":"Nature of interest in limited liability company","url":"\/13.1-1038\/","token":"13.1\/12\/7\/13.1-1038","metadata":false},{"id":77266,"structure_id":14689,"section_number":"13.1-1038.1","catch_line":"Admission of members","url":"\/13.1-1038.1\/","token":"13.1\/12\/7\/13.1-1038.1","metadata":false},{"id":56379,"structure_id":14689,"section_number":"13.1-1039","catch_line":"Assignment of interest","url":"\/13.1-1039\/","token":"13.1\/12\/7\/13.1-1039","metadata":false},{"id":66741,"structure_id":14689,"section_number":"13.1-1040","catch_line":"Right of assignee to become member","url":"\/13.1-1040\/","token":"13.1\/12\/7\/13.1-1040","metadata":false},{"id":85377,"structure_id":14689,"section_number":"13.1-1040.1","catch_line":"Events causing member's dissociation","url":"\/13.1-1040.1\/","token":"13.1\/12\/7\/13.1-1040.1","metadata":false},{"id":86668,"structure_id":14689,"section_number":"13.1-1040.2","catch_line":"Effect of a member's dissociation","url":"\/13.1-1040.2\/","token":"13.1\/12\/7\/13.1-1040.2","metadata":false},{"id":65708,"structure_id":14689,"section_number":"13.1-1041","catch_line":"Repealed","url":"\/13.1-1041\/","token":"13.1\/12\/7\/13.1-1041","metadata":false},{"id":56327,"structure_id":14689,"section_number":"13.1-1041.1","catch_line":"Member's transferable interest subject to charging order","url":"\/13.1-1041.1\/","token":"13.1\/12\/7\/13.1-1041.1","metadata":false}],"previous_section":{"id":65055,"structure_id":14689,"section_number":"13.1-1038","catch_line":"Nature of interest in limited liability company","url":"\/13.1-1038\/","token":"13.1\/12\/7\/13.1-1038","metadata":false},"next_section":{"id":56379,"structure_id":14689,"section_number":"13.1-1039","catch_line":"Assignment of interest","url":"\/13.1-1039\/","token":"13.1\/12\/7\/13.1-1039","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1038.1\/","history_text":"

This law was first created in 1993. The record of its establishment is cataloged in chapter 113 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 1993 \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 1997, chapter 190<\/a>; in 2000, chapter 581<\/a>; in 2001, chapter 548<\/a>; in 2005, chapter 255<\/a>; in 2006, chapters 748<\/a> and 912<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"}],"refers_to":[{"id":66237,"section_number":"13.1-1004","catch_line":"Issuance of certificate by Commission; recordation of documents","order_by":null,"url":"\/13.1-1004\/"},{"id":66741,"section_number":"13.1-1040","catch_line":"Right of assignee to become member","order_by":null,"url":"\/13.1-1040\/"},{"id":85965,"section_number":"13.1-1071","catch_line":"Action on a plan of merger","order_by":null,"url":"\/13.1-1071\/"},{"id":81305,"section_number":"13.1-1074","catch_line":"Definitions","order_by":null,"url":"\/13.1-1074\/"},{"id":86100,"section_number":"13.1-722.8","catch_line":"Definitions","order_by":null,"url":"\/13.1-722.8\/"}],"permalink":{"id":148905,"object_type":"law","relational_id":77266,"identifier":"13.1-1038.1","token":"13.1\/12\/7\/13.1-1038.1","url":"\/13.1-1038.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1038.1\/","token":"13.1\/12\/7\/13.1-1038.1","dublin_core":{"Title":"Admission of members","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1038.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Subject to subsection B, a person<\/span> may become a member<\/span> in a limited liability company<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> In the case of a person<\/span> acquiring a membership interest<\/span> directly from the limited liability company<\/span>, upon compliance with an operating agreement<\/span> or, if the operating agreement<\/span> does not so provide, upon the consent of a majority of the managers<\/span><\/span> of a manager<\/span>-managed limited liability company<\/span><\/span> or a majority vote of the members<\/span> of a member<\/span>-managed limited liability company<\/span><\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In the case of an assignee<\/span> of a membership interest<\/span>, as provided in subsection A of § 13.1-1040<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> In the case of a limited liability company<\/span> that has no members<\/span> as of the commencement of its existence under § 13.1-1004<\/a>, as provided in any writing signed by both the initial member<\/span> or members<\/span> and the managers<\/span><\/span>, if any are designated in the articles of organization<\/span>, or, if no managers<\/span><\/span> are so designated, the organizers; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> In the case of a limited liability company<\/span> the last remaining member<\/span> of which has dissociated, (i) as provided in a writing executed by the successor in interest of that member<\/span>, who may provide for the admission of the successor in interest or its nominee or designee to the limited liability company<\/span> as a member<\/span>, effective as of the occurrence of the event that caused the dissociation of the last remaining member<\/span>, provided that the articles of organization<\/span> or an operating agreement<\/span> may provide that the successor in interest of the last remaining member<\/span> shall be obligated to agree in writing to the admission of the successor in interest of that member<\/span> or its nominee or designee to the limited liability company<\/span> as a member<\/span>, effective as of the occurrence of the event that caused the dissociation of the last remaining member<\/span>, or (ii) in the manner provided for in the articles of organization<\/span> or an operating agreement<\/span>, effective as of the occurrence of the event that caused the dissociation of the last remaining member<\/span>, pursuant to a provision of the articles of organization<\/span> or an operating agreement<\/span> that specifically provides for the admission of a member<\/span> to the limited liability company<\/span> after there is no longer a remaining member<\/span> of the limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> In the case of a person<\/span> being admitted as a member<\/span> of a limited liability company<\/span> pursuant to a merger approved in accordance with § 13.1-1071<\/a>, as provided in the articles of merger or an operating agreement<\/span> of the surviving limited liability company<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> In the case of a person<\/span> being admitted as a member<\/span> of a limited liability company<\/span> pursuant to a conversion or domestication of a partnership, non-United States<\/span> entity<\/span>, foreign limited liability company<\/span><\/span>, or corporation into a domestic limited liability company<\/span><\/span> in accordance with Article 12.2 (§ 13.1-722.8<\/a> et seq.) of Chapter 9 of this title, or, effective on and after November 1, 2006, Article 14 (§ 13.1-1074<\/a> et seq.) of Chapter 12 of this title, as provided in the articles of organization<\/span> or an operating agreement<\/span> of the converted or domesticated limited liability company<\/span> at the time of conversion or domestication. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The effective time of admission of a member<\/span> to a limited liability company<\/span> shall be the later of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The date the limited liability company<\/span> is formed; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The time provided in an operating agreement<\/span>, articles of merger or articles of organization<\/span>, as applicable, or, if no such time is provided therein, then when the person<\/span>’s admission is reflected in the records of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A person<\/span> may be admitted to a limited liability company<\/span> as a member<\/span> of the limited liability company<\/span> and may receive a membership interest<\/span> in the limited liability company<\/span> without making a contribution<\/span> or being obligated to make a contribution<\/span> to the limited liability company<\/span>. Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A person<\/span> may be admitted to a limited liability company<\/span> as a member<\/span> of the limited liability company<\/span> without acquiring a membership interest<\/span> in the limited liability company<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A person<\/span> may be admitted as the sole member<\/span> of a limited liability company<\/span> without making a contribution<\/span> or being obligated to make a contribution<\/span> to the limited liability company<\/span> or without acquiring a membership interest<\/span> in the limited liability company<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nADMISSION OF MEMBERS (\u00a7 13.1-1038.1)\n\nA. Subject to subsection B, a person may become a member in a limited liability\ncompany:\n\n 1. In the case of a person acquiring a membership interest directly from the\n limited liability company, upon compliance with an operating agreement or, if\n the operating agreement does not so provide, upon the consent of a majority of\n the managers of a manager-managed limited liability company or a majority vote\n of the members of a member-managed limited liability company;\n\n 2. In the case of an assignee of a membership interest, as provided in\n subsection A of § 13.1-1040;\n\n 3. In the case of a limited liability company that has no members as of the\n commencement of its existence under § 13.1-1004, as provided in any\n writing signed by both the initial member or members and the managers, if any\n are designated in the articles of organization, or, if no managers are so\n designated, the organizers;\n\n 4. In the case of a limited liability company the last remaining member of\n which has dissociated, (i) as provided in a writing executed by the successor\n in interest of that member, who may provide for the admission of the successor\n in interest or its nominee or designee to the limited liability company as a\n member, effective as of the occurrence of the event that caused the\n dissociation of the last remaining member, provided that the articles of\n organization or an operating agreement may provide that the successor in\n interest of the last remaining member shall be obligated to agree in writing\n to the admission of the successor in interest of that member or its nominee or\n designee to the limited liability company as a member, effective as of the\n occurrence of the event that caused the dissociation of the last remaining\n member, or (ii) in the manner provided for in the articles of organization or\n an operating agreement, effective as of the occurrence of the event that\n caused the dissociation of the last remaining member, pursuant to a provision\n of the articles of organization or an operating agreement that specifically\n provides for the admission of a member to the limited liability company after\n there is no longer a remaining member of the limited liability company;\n\n 5. In the case of a person being admitted as a member of a limited liability\n company pursuant to a merger approved in accordance with § 13.1-1071, as\n provided in the articles of merger or an operating agreement of the surviving\n limited liability company; and\n\n 6. In the case of a person being admitted as a member of a limited liability\n company pursuant to a conversion or domestication of a partnership, non-United\n States entity, foreign limited liability company, or corporation into a\n domestic limited liability company in accordance with Article 12.2 (§\n 13.1-722.8 et seq.) of Chapter 9 of this title, or, effective on and after\n November 1, 2006, Article 14 (§ 13.1-1074 et seq.) of Chapter 12 of this\n title, as provided in the articles of organization or an operating agreement\n of the converted or domesticated limited liability company at the time of\n conversion or domestication.\n\nB. The effective time of admission of a member to a limited liability company\nshall be the later of:\n\n 1. The date the limited liability company is formed; or\n\n 2. The time provided in an operating agreement, articles of merger or articles\n of organization, as applicable, or, if no such time is provided therein, then\n when the person’s admission is reflected in the records of the limited\n liability company.\n\nC. A person may be admitted to a limited liability company as a member of the\nlimited liability company and may receive a membership interest in the limited\nliability company without making a contribution or being obligated to make a\ncontribution to the limited liability company. Unless otherwise provided in the\narticles of organization or an operating agreement:\n\n 1. A person may be admitted to a limited liability company as a member of the\n limited liability company without acquiring a membership interest in the\n limited liability company; and\n\n 2. A person may be admitted as the sole member of a limited liability company\n without making a contribution or being obligated to make a contribution to the\n limited liability company or without acquiring a membership interest in the\n limited liability company.\n\nHISTORY: 1993, c. 113; 1997, c. 190; 2000, c. 581; 2001, c. 548; 2005, c. 255;\n2006, cc. 748, 912; 2016, 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}}