{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1040.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1040.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1040.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1040.html"}],"law_id":66741,"edition_id":1,"section_id":66741,"structure_id":14689,"section_number":"13.1-1040","catch_line":"Right of assignee to become member","history":"1991, c. 168; 1994, c. 348; 1995, c. 168; 1997, c. 190.","full_text":"A\n\nExcept as otherwise provided in writing in the articles of organization or an operating agreement, an assignee of an interest in a limited liability company may become a member only by the consent of a majority of the member-managers (other than the assignor member) of a manager-managed limited liability company of which one or more members is a manager, or by a majority vote of the members (other than the assignor member) of any other limited liability company.B\n\nAn assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and this chapter. An assignee who becomes a member also is liable for any obligations of his assignor to make contributions and return distributions as provided in Articles 5 (§ 13.1-1022 et seq.) and 6 (§ 13.1-1029 et seq.) of this chapter. However, an assignee who becomes a member is not obligated for liabilities of the assignor unknown to him at the time he or it became a member.C\n\nIf an assignee of an interest in a limited liability company becomes a member, the assignor is not released from his liability under §§ 13.1-1027 and 13.1-1036 to the limited liability company.","order_by":null,"text":{"0":{"id":242033,"text":"Except as otherwise provided in writing in the articles of organization or an operating agreement, an assignee of an interest in a limited liability company may become a member only by the consent of a majority of the member-managers (other than the assignor member) of a manager-managed limited liability company of which one or more members is a manager, or by a majority vote of the members (other than the assignor member) of any other limited liability company.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":242034,"text":"An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and this chapter. An assignee who becomes a member also is liable for any obligations of his assignor to make contributions and return distributions as provided in Articles 5 (§ 13.1-1022 et seq.) and 6 (§ 13.1-1029 et seq.) of this chapter. However, an assignee who becomes a member is not obligated for liabilities of the assignor unknown to him at the time he or it became a member.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":242035,"text":"If an assignee of an interest in a limited liability company becomes a member, the assignor is not released from his liability under §§ 13.1-1027 and 13.1-1036 to the limited liability company.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1040\/","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 3 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 1994, chapter 348<\/a>; in 1995, chapter 168<\/a>; in 1997, chapter 190<\/a>.<\/p>","references":[{"id":77266,"section_number":"13.1-1038.1","catch_line":"Admission of members","order_by":null,"url":"\/13.1-1038.1\/"},{"id":56379,"section_number":"13.1-1039","catch_line":"Assignment of interest","order_by":null,"url":"\/13.1-1039\/"}],"refers_to":[{"id":74765,"section_number":"13.1-1022","catch_line":"Management of limited liability company","order_by":null,"url":"\/13.1-1022\/"},{"id":73291,"section_number":"13.1-1027","catch_line":"Contributions","order_by":null,"url":"\/13.1-1027\/"},{"id":56042,"section_number":"13.1-1029","catch_line":"Sharing of profits and losses","order_by":null,"url":"\/13.1-1029\/"},{"id":60226,"section_number":"13.1-1036","catch_line":"Liability upon wrongful distribution","order_by":null,"url":"\/13.1-1036\/"}],"permalink":{"id":148913,"object_type":"law","relational_id":66741,"identifier":"13.1-1040","token":"13.1\/12\/7\/13.1-1040","url":"\/13.1-1040\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1040\/","token":"13.1\/12\/7\/13.1-1040","dublin_core":{"Title":"Right of assignee to become member","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1040","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as otherwise provided in writing in the articles of organization<\/span> or an operating agreement<\/span>, an assignee<\/span> of an interest<\/span> in a limited liability company<\/span> may become a member<\/span> only by the consent of a majority of the member<\/span>-managers<\/span><\/span> (other than the assignor member<\/span>) of a manager<\/span>-managed limited liability company<\/span><\/span> of which one or more members<\/span> is a manager<\/span>, or by a majority vote of the members<\/span> (other than the assignor member<\/span>) of any other limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> An assignee<\/span> who has become a member<\/span> has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member<\/span> under the articles of organization<\/span>, any operating agreement<\/span> and this chapter. An assignee<\/span> who becomes a member<\/span> also is liable for any obligations of his assignor to make contributions<\/span> and return distributions<\/span> as provided in Articles 5 (§ 13.1-1022<\/a> et seq.) and 6 (§ 13.1-1029<\/a> et seq.) of this chapter. However, an assignee<\/span> who becomes a member<\/span> is not obligated for liabilities of the assignor unknown to him at the time he or it became a member<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If an assignee<\/span> of an interest<\/span> in a limited liability company<\/span> becomes a member<\/span>, the assignor is not released from his liability under §§ 13.1-1027<\/a> and 13.1-1036<\/a> to the limited liability company<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRIGHT OF ASSIGNEE TO BECOME MEMBER (\u00a7 13.1-1040)\n\nA. Except as otherwise provided in writing in the articles of organization or an\noperating agreement, an assignee of an interest in a limited liability company\nmay become a member only by the consent of a majority of the member-managers\n(other than the assignor member) of a manager-managed limited liability company\nof which one or more members is a manager, or by a majority vote of the members\n(other than the assignor member) of any other limited liability company.\n\nB. An assignee who has become a member has, to the extent assigned, the rights\nand powers, and is subject to the restrictions and liabilities, of a member\nunder the articles of organization, any operating agreement and this chapter. An\nassignee who becomes a member also is liable for any obligations of his assignor\nto make contributions and return distributions as provided in Articles 5 (§\n13.1-1022 et seq.) and 6 (§ 13.1-1029 et seq.) of this chapter. However, an\nassignee who becomes a member is not obligated for liabilities of the assignor\nunknown to him at the time he or it became a member.\n\nC. If an assignee of an interest in a limited liability company becomes a\nmember, the assignor is not released from his liability under §§\n13.1-1027 and 13.1-1036 to the limited liability company.\n\nHISTORY: 1991, c. 168; 1994, c. 348; 1995, c. 168; 1997, c. 190.","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}}