{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1042.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1042.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1042.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1042.html"}],"law_id":73455,"edition_id":1,"section_id":73455,"structure_id":16635,"section_number":"13.1-1042","catch_line":"Right of action; standing; condition precedent; stay of proceeding","history":"1991, c. 168; 2011, c. 379.","full_text":"A\n\nA member shall not commence or maintain a derivative proceeding unless the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company and is a proper plaintiff pursuant to § 13.1-1043.B\n\nNo member may commence a derivative proceeding until:1\n\nA written demand has been made on the limited liability company to take suitable action; and2\n\nNinety days have expired from the date delivery of the demand was made unless (i) the member has been notified before the expiration of 90 days that the demand has been rejected by the limited liability company or (ii) irreparable injury to the limited liability company would result by waiting until the end of the 90-day period.C\n\nIf the limited liability company commences a review and evaluation of the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.","order_by":null,"text":{"0":{"id":264338,"text":"A member shall not commence or maintain a derivative proceeding unless the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company and is a proper plaintiff pursuant to § 13.1-1043.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":264339,"text":"No member may commence a derivative proceeding until:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":264340,"text":"A written demand has been made on the limited liability company to take suitable action; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":264341,"text":"Ninety days have expired from the date delivery of the demand was made unless (i) the member has been notified before the expiration of 90 days that the demand has been rejected by the limited liability company or (ii) irreparable injury to the limited liability company would result by waiting until the end of the 90-day period.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":264342,"text":"If the limited liability company commences a review and evaluation of the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2"}},"ancestry":[{"id":16635,"edition_id":1,"name":"Derivative Actions","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 04:29:16","date_modified":"2026-06-26 04:29:16","permalink":{"id":148933,"object_type":"structure","relational_id":16635,"identifier":"8","token":"13.1\/12\/8","url":"\/13.1\/12\/8\/","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":73455,"structure_id":16635,"section_number":"13.1-1042","catch_line":"Right of action; standing; condition precedent; stay of proceeding","url":"\/13.1-1042\/","token":"13.1\/12\/8\/13.1-1042","metadata":false},{"id":86317,"structure_id":16635,"section_number":"13.1-1043","catch_line":"Proper plaintiff","url":"\/13.1-1043\/","token":"13.1\/12\/8\/13.1-1043","metadata":false},{"id":81193,"structure_id":16635,"section_number":"13.1-1044","catch_line":"Pleading","url":"\/13.1-1044\/","token":"13.1\/12\/8\/13.1-1044","metadata":false},{"id":79743,"structure_id":16635,"section_number":"13.1-1045","catch_line":"Expenses","url":"\/13.1-1045\/","token":"13.1\/12\/8\/13.1-1045","metadata":false}],"next_section":{"id":86317,"structure_id":16635,"section_number":"13.1-1043","catch_line":"Proper plaintiff","url":"\/13.1-1043\/","token":"13.1\/12\/8\/13.1-1043","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1042\/","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 1 time. 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. That modification is as follows: in 2011, chapter 379<\/a>.<\/p>","references":[{"id":68999,"section_number":"13.1-1020","catch_line":"Parties to actions","order_by":null,"url":"\/13.1-1020\/"},{"id":55609,"section_number":"13.1-1099.5","catch_line":"Management","order_by":null,"url":"\/13.1-1099.5\/"}],"refers_to":false,"permalink":{"id":148935,"object_type":"law","relational_id":73455,"identifier":"13.1-1042","token":"13.1\/12\/8\/13.1-1042","url":"\/13.1-1042\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1042\/","token":"13.1\/12\/8\/13.1-1042","dublin_core":{"Title":"Right of action; standing; condition precedent; stay of proceeding","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1042","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A member<\/span> shall not commence or maintain a derivative proceeding unless the member<\/span> fairly and adequately represents the interests<\/span> of the limited liability company<\/span> in enforcing the right of the limited liability company<\/span> and is a proper plaintiff<\/span> pursuant to § 13.1-1043<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> No member<\/span> may commence a derivative proceeding until: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A written demand has been made on the limited liability company<\/span> to take suitable action; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Ninety days have expired from the date delivery of the demand was made unless (i) the member<\/span> has been notified before the expiration of 90 days that the demand has been rejected by the limited liability company<\/span> or (ii) irreparable injury to the limited liability company<\/span> would result by waiting until the end of the 90-day period. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the limited liability company<\/span> commences a review and evaluation of the allegations<\/span> made in the demand or complaint, the court<\/span> may stay<\/span> any derivative proceeding for such period as the court<\/span> deems appropriate. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRIGHT OF ACTION; STANDING; CONDITION PRECEDENT; STAY OF PROCEEDING (\u00a7\n13.1-1042)\n\nA. A member shall not commence or maintain a derivative proceeding unless the\nmember fairly and adequately represents the interests of the limited liability\ncompany in enforcing the right of the limited liability company and is a proper\nplaintiff pursuant to § 13.1-1043.\n\nB. No member may commence a derivative proceeding until:\n\n 1. A written demand has been made on the limited liability company to take\n suitable action; and\n\n 2. Ninety days have expired from the date delivery of the demand was made\n unless (i) the member has been notified before the expiration of 90 days that\n the demand has been rejected by the limited liability company or (ii)\n irreparable injury to the limited liability company would result by waiting\n until the end of the 90-day period.\n\nC. If the limited liability company commences a review and evaluation of the\nallegations made in the demand or complaint, the court may stay any derivative\nproceeding for such period as the court deems appropriate.\n\nHISTORY: 1991, c. 168; 2011, c. 379.","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}}