{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1039.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1039.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1039.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1039.html"}],"law_id":56379,"edition_id":1,"section_id":56379,"structure_id":14689,"section_number":"13.1-1039","catch_line":"Assignment of interest","history":"1991, c. 168; 1992, c. 574; 1998, c. 432; 2006, c. 912; 2013, c. 772.","full_text":"A\n\nUnless otherwise provided in the articles of organization or an operating agreement, a membership interest in a limited liability company is assignable in whole or in part. An assignment of an interest in a limited liability company does not of itself dissolve the limited liability company. Except as provided in subsection A of § 13.1-1040, an assignment does not entitle the assignee to participate in the management and affairs of the limited liability company or to become or to exercise any rights of a member. Unless otherwise provided in the articles of organization or an operating agreement, such an assignment entitles the assignee to receive, to the extent assigned, only any share of profits and losses and distributions to which the assignor would be entitled.B\n\nUnless otherwise provided in the articles of organization or an operating agreement, a membership interest in a limited liability company may be evidenced by a certificate of interest issued by the limited liability company. The articles of organization or an operating agreement may provide for the assignment or transfer of any interest represented by such a certificate and make other provisions with respect to such certificates.","order_by":null,"text":{"0":{"id":206430,"text":"Unless otherwise provided in the articles of organization or an operating agreement, a membership interest in a limited liability company is assignable in whole or in part. An assignment of an interest in a limited liability company does not of itself dissolve the limited liability company. Except as provided in subsection A of § 13.1-1040, an assignment does not entitle the assignee to participate in the management and affairs of the limited liability company or to become or to exercise any rights of a member. Unless otherwise provided in the articles of organization or an operating agreement, such an assignment entitles the assignee to receive, to the extent assigned, only any share of profits and losses and distributions to which the assignor would be entitled.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":206431,"text":"Unless otherwise provided in the articles of organization or an operating agreement, a membership interest in a limited liability company may be evidenced by a certificate of interest issued by the limited liability company. The articles of organization or an operating agreement may provide for the assignment or transfer of any interest represented by such a certificate and make other provisions with respect to such certificates.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1039\/","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 4 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 1998, chapter 432<\/a>; in 2006, chapter 912<\/a>; in 2013, chapter 772<\/a>.<\/p>","references":false,"refers_to":[{"id":66741,"section_number":"13.1-1040","catch_line":"Right of assignee to become member","order_by":null,"url":"\/13.1-1040\/"}],"permalink":{"id":148909,"object_type":"law","relational_id":56379,"identifier":"13.1-1039","token":"13.1\/12\/7\/13.1-1039","url":"\/13.1-1039\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1039\/","token":"13.1\/12\/7\/13.1-1039","dublin_core":{"Title":"Assignment of interest","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1039","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, a membership interest<\/span> in a limited liability company<\/span> is assignable in whole or in part. An assignment of an interest in a limited liability company<\/span> does not of itself dissolve the limited liability company<\/span>. Except as provided in subsection A of § 13.1-1040<\/a>, an assignment does not entitle the assignee<\/span> to participate in the management and affairs of the limited liability company<\/span> or to become or to exercise any rights of a member<\/span>. Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, such an assignment entitles the assignee<\/span> to receive, to the extent assigned, only any share of profits and losses and distributions<\/span> to which the assignor would be entitled. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, a membership interest<\/span> in a limited liability company<\/span> may be evidenced by a certificate of interest issued by the limited liability company<\/span>. The articles of organization<\/span> or an operating agreement<\/span> may provide for the assignment or transfer<\/span> of any interest represented by such a certificate and make other provisions with respect to such certificates. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nASSIGNMENT OF INTEREST (\u00a7 13.1-1039)\n\nA. Unless otherwise provided in the articles of organization or an operating\nagreement, a membership interest in a limited liability company is assignable in\nwhole or in part. An assignment of an interest in a limited liability company\ndoes not of itself dissolve the limited liability company. Except as provided in\nsubsection A of § 13.1-1040, an assignment does not entitle the assignee to\nparticipate in the management and affairs of the limited liability company or to\nbecome or to exercise any rights of a member. Unless otherwise provided in the\narticles of organization or an operating agreement, such an assignment entitles\nthe assignee to receive, to the extent assigned, only any share of profits and\nlosses and distributions to which the assignor would be entitled.\n\nB. Unless otherwise provided in the articles of organization or an operating\nagreement, a membership interest in a limited liability company may be evidenced\nby a certificate of interest issued by the limited liability company. The\narticles of organization or an operating agreement may provide for the\nassignment or transfer of any interest represented by such a certificate and\nmake other provisions with respect to such certificates.\n\nHISTORY: 1991, c. 168; 1992, c. 574; 1998, c. 432; 2006, c. 912; 2013, c. 772.","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}}