{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1092.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1092.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1092.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1092.html"}],"law_id":62538,"edition_id":1,"section_id":62538,"structure_id":13582,"section_number":"13.1-1092","catch_line":"Relation of operating agreement, this article, and the other articles of this chapter","history":"2019, c. 636.","full_text":"A\n\nExcept as otherwise provided in this section and subject to \u00a7\u00a7 13.1-1093 and 13.1-1094, the operating agreement of a series limited liability company governs:1\n\nThe internal affairs of a protected series, including:\n\t\t\t\ta. Relations among any associated members of the protected series;\n\t\t\t\tb. Relations among the protected series and (i) any associated member of the protected series, (ii) any protected series manager, and (iii) any protected series assignee;\n\t\t\t\tc. Relations between any associated member and (i) any protected series manager or (ii) any protected series assignee;\n\t\t\t\td. The rights and duties of a protected series manager;\n\t\t\t\te. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and\n\t\t\t\tf. Procedures and conditions for becoming an associated member or protected series assignee;2\n\nThe relations among the protected series of a series limited liability company, the series limited liability company, and any other protected series of the series limited liability company; and3\n\nRelations between:\n\t\t\t\ta. The protected series, its protected series manager, any associated member of the protected series, or any protected series assignee of the protected series; and\n\t\t\t\tb. A person in the person’s capacity as:1\n\nA member of the series limited liability company who is not an associated member of the protected series;2\n\nA protected series assignee or protected series manager of another protected series; or3\n\nAn assignee of the series limited liability company.B\n\nIf the provisions of this chapter other than in this article restrict the power of an operating agreement to affect a matter, the restriction applies to a matter under this article according to the rules stated in § 13.1-1094.C\n\nIf the law of the Commonwealth other than this article contains a prohibition, limitation, requirement, condition, or other constraint pertaining to a limited liability company, a member, a manager, or other agent of the limited liability company, or an assignee of the limited liability company, except as otherwise provided in the law of the Commonwealth other than this article, the restriction applies according to the rules stated in § 13.1-1094.D\n\nExcept as otherwise provided in \u00a7 13.1-1093, if the operating agreement of a series limited liability company does not provide for a matter described in subsection A in a manner permitted by this article, the matter is determined in accordance with the following rules:1\n\nTo the extent that this article addresses the matter, this article governs; and2\n\nTo the extent that this article does not address the matter, the provisions of this chapter other than in this article govern the matter according to the rules stated in § 13.1-1094.","order_by":null,"text":{"0":{"id":228065,"text":"Except as otherwise provided in this section and subject to \u00a7\u00a7 13.1-1093 and 13.1-1094, the operating agreement of a series limited liability company governs:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":228066,"text":"The internal affairs of a protected series, including:\n\t\t\t\ta. Relations among any associated members of the protected series;\n\t\t\t\tb. Relations among the protected series and (i) any associated member of the protected series, (ii) any protected series manager, and (iii) any protected series assignee;\n\t\t\t\tc. Relations between any associated member and (i) any protected series manager or (ii) any protected series assignee;\n\t\t\t\td. The rights and duties of a protected series manager;\n\t\t\t\te. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and\n\t\t\t\tf. Procedures and conditions for becoming an associated member or protected series assignee;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":228067,"text":"The relations among the protected series of a series limited liability company, the series limited liability company, and any other protected series of the series limited liability company; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":228068,"text":"Relations between:\n\t\t\t\ta. The protected series, its protected series manager, any associated member of the protected series, or any protected series assignee of the protected series; and\n\t\t\t\tb. A person in the person’s capacity as:","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A31"},"4":{"id":228069,"text":"A member of the series limited liability company who is not an associated member of the protected series;","type":"section","prefixes":["A","3","1"],"prefix":"1","entire_prefix":"A31","prefix_anchor":"A31","level":3,"prior_prefix":"A3","next_prefix":"A32"},"5":{"id":228070,"text":"A protected series assignee or protected series manager of another protected series; or","type":"section","prefixes":["A","3","2"],"prefix":"2","entire_prefix":"A32","prefix_anchor":"A32","level":3,"prior_prefix":"A31","next_prefix":"A33"},"6":{"id":228071,"text":"An assignee of the series limited liability company.","type":"section","prefixes":["A","3","3"],"prefix":"3","entire_prefix":"A33","prefix_anchor":"A33","level":3,"prior_prefix":"A32","next_prefix":"B"},"7":{"id":228072,"text":"If the provisions of this chapter other than in this article restrict the power of an operating agreement to affect a matter, the restriction applies to a matter under this article according to the rules stated in § 13.1-1094.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A33","next_prefix":"C"},"8":{"id":228073,"text":"If the law of the Commonwealth other than this article contains a prohibition, limitation, requirement, condition, or other constraint pertaining to a limited liability company, a member, a manager, or other agent of the limited liability company, or an assignee of the limited liability company, except as otherwise provided in the law of the Commonwealth other than this article, the restriction applies according to the rules stated in § 13.1-1094.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"9":{"id":228074,"text":"Except as otherwise provided in \u00a7 13.1-1093, if the operating agreement of a series limited liability company does not provide for a matter described in subsection A in a manner permitted by this article, the matter is determined in accordance with the following rules:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"10":{"id":228075,"text":"To the extent that this article addresses the matter, this article governs; and","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"11":{"id":228076,"text":"To the extent that this article does not address the matter, the provisions of this chapter other than in this article govern the matter according to the rules stated in § 13.1-1094.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1"}},"ancestry":[{"id":13582,"edition_id":1,"name":"Protected Series","identifier":"16","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:45:18","date_modified":"2026-06-26 03:45:18","permalink":{"id":148583,"object_type":"structure","relational_id":13582,"identifier":"16","token":"13.1\/12\/16","url":"\/13.1\/12\/16\/","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":66470,"structure_id":13582,"section_number":"13.1-1088","catch_line":"Definitions","url":"\/13.1-1088\/","token":"13.1\/12\/16\/13.1-1088","metadata":false},{"id":74889,"structure_id":13582,"section_number":"13.1-1089","catch_line":"Nature of protected series","url":"\/13.1-1089\/","token":"13.1\/12\/16\/13.1-1089","metadata":false},{"id":59342,"structure_id":13582,"section_number":"13.1-1090","catch_line":"Powers and duration of protected series","url":"\/13.1-1090\/","token":"13.1\/12\/16\/13.1-1090","metadata":false},{"id":55148,"structure_id":13582,"section_number":"13.1-1091","catch_line":"Governing law","url":"\/13.1-1091\/","token":"13.1\/12\/16\/13.1-1091","metadata":false},{"id":62538,"structure_id":13582,"section_number":"13.1-1092","catch_line":"Relation of operating agreement, this article, and the other articles of this chapter","url":"\/13.1-1092\/","token":"13.1\/12\/16\/13.1-1092","metadata":false},{"id":84976,"structure_id":13582,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","url":"\/13.1-1093\/","token":"13.1\/12\/16\/13.1-1093","metadata":false},{"id":84390,"structure_id":13582,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","url":"\/13.1-1094\/","token":"13.1\/12\/16\/13.1-1094","metadata":false},{"id":62260,"structure_id":13582,"section_number":"13.1-1095","catch_line":"Protected series designation; amendment","url":"\/13.1-1095\/","token":"13.1\/12\/16\/13.1-1095","metadata":false},{"id":57931,"structure_id":13582,"section_number":"13.1-1096","catch_line":"Name","url":"\/13.1-1096\/","token":"13.1\/12\/16\/13.1-1096","metadata":false},{"id":56560,"structure_id":13582,"section_number":"13.1-1097","catch_line":"Registered office and registered agent","url":"\/13.1-1097\/","token":"13.1\/12\/16\/13.1-1097","metadata":false},{"id":62325,"structure_id":13582,"section_number":"13.1-1098","catch_line":"Service of process, notice, or demand","url":"\/13.1-1098\/","token":"13.1\/12\/16\/13.1-1098","metadata":false},{"id":54545,"structure_id":13582,"section_number":"13.1-1099","catch_line":"Effectiveness of notice","url":"\/13.1-1099\/","token":"13.1\/12\/16\/13.1-1099","metadata":false},{"id":83120,"structure_id":13582,"section_number":"13.1-1099.1","catch_line":"Annual registration fees","url":"\/13.1-1099.1\/","token":"13.1\/12\/16\/13.1-1099.1","metadata":false},{"id":79166,"structure_id":13582,"section_number":"13.1-1099.10","catch_line":"Enforcement of claim against non-associated asset","url":"\/13.1-1099.10\/","token":"13.1\/12\/16\/13.1-1099.10","metadata":false},{"id":55453,"structure_id":13582,"section_number":"13.1-1099.11","catch_line":"Events causing dissolution of protected series","url":"\/13.1-1099.11\/","token":"13.1\/12\/16\/13.1-1099.11","metadata":false},{"id":63314,"structure_id":13582,"section_number":"13.1-1099.12","catch_line":"Winding up dissolved protected series; voluntary cancellation","url":"\/13.1-1099.12\/","token":"13.1\/12\/16\/13.1-1099.12","metadata":false},{"id":57119,"structure_id":13582,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","url":"\/13.1-1099.13\/","token":"13.1\/12\/16\/13.1-1099.13","metadata":false},{"id":75947,"structure_id":13582,"section_number":"13.1-1099.14","catch_line":"Protected series may not be party to entity transaction","url":"\/13.1-1099.14\/","token":"13.1\/12\/16\/13.1-1099.14","metadata":false},{"id":59476,"structure_id":13582,"section_number":"13.1-1099.15","catch_line":"Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company","url":"\/13.1-1099.15\/","token":"13.1\/12\/16\/13.1-1099.15","metadata":false},{"id":73456,"structure_id":13582,"section_number":"13.1-1099.16","catch_line":"Merger authorized; parties restricted","url":"\/13.1-1099.16\/","token":"13.1\/12\/16\/13.1-1099.16","metadata":false},{"id":77582,"structure_id":13582,"section_number":"13.1-1099.17","catch_line":"Plan of merger","url":"\/13.1-1099.17\/","token":"13.1\/12\/16\/13.1-1099.17","metadata":false},{"id":69595,"structure_id":13582,"section_number":"13.1-1099.18","catch_line":"Articles of merger","url":"\/13.1-1099.18\/","token":"13.1\/12\/16\/13.1-1099.18","metadata":false},{"id":57317,"structure_id":13582,"section_number":"13.1-1099.19","catch_line":"Effect of merger","url":"\/13.1-1099.19\/","token":"13.1\/12\/16\/13.1-1099.19","metadata":false},{"id":87340,"structure_id":13582,"section_number":"13.1-1099.2","catch_line":"Associated assets","url":"\/13.1-1099.2\/","token":"13.1\/12\/16\/13.1-1099.2","metadata":false},{"id":84015,"structure_id":13582,"section_number":"13.1-1099.20","catch_line":"Application of \u00a7 13.1-1099.10 after merger","url":"\/13.1-1099.20\/","token":"13.1\/12\/16\/13.1-1099.20","metadata":false},{"id":81612,"structure_id":13582,"section_number":"13.1-1099.21","catch_line":"Governing law; foreign series limited liability companies and foreign protected series","url":"\/13.1-1099.21\/","token":"13.1\/12\/16\/13.1-1099.21","metadata":false},{"id":63955,"structure_id":13582,"section_number":"13.1-1099.22","catch_line":"No attribution of activities constituting transacting business or for establishing jurisdiction","url":"\/13.1-1099.22\/","token":"13.1\/12\/16\/13.1-1099.22","metadata":false},{"id":67053,"structure_id":13582,"section_number":"13.1-1099.23","catch_line":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","url":"\/13.1-1099.23\/","token":"13.1\/12\/16\/13.1-1099.23","metadata":false},{"id":74322,"structure_id":13582,"section_number":"13.1-1099.24","catch_line":"Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding","url":"\/13.1-1099.24\/","token":"13.1\/12\/16\/13.1-1099.24","metadata":false},{"id":73126,"structure_id":13582,"section_number":"13.1-1099.25","catch_line":"Uniformity of application and construction","url":"\/13.1-1099.25\/","token":"13.1\/12\/16\/13.1-1099.25","metadata":false},{"id":70064,"structure_id":13582,"section_number":"13.1-1099.26","catch_line":"Effect on certain actions","url":"\/13.1-1099.26\/","token":"13.1\/12\/16\/13.1-1099.26","metadata":false},{"id":79318,"structure_id":13582,"section_number":"13.1-1099.27","catch_line":"Relation to Electronic Signatures in Global and National Commerce Act","url":"\/13.1-1099.27\/","token":"13.1\/12\/16\/13.1-1099.27","metadata":false},{"id":83034,"structure_id":13582,"section_number":"13.1-1099.3","catch_line":"Associated members","url":"\/13.1-1099.3\/","token":"13.1\/12\/16\/13.1-1099.3","metadata":false},{"id":83613,"structure_id":13582,"section_number":"13.1-1099.4","catch_line":"Protected series membership interests","url":"\/13.1-1099.4\/","token":"13.1\/12\/16\/13.1-1099.4","metadata":false},{"id":55609,"structure_id":13582,"section_number":"13.1-1099.5","catch_line":"Management","url":"\/13.1-1099.5\/","token":"13.1\/12\/16\/13.1-1099.5","metadata":false},{"id":63606,"structure_id":13582,"section_number":"13.1-1099.6","catch_line":"Right of person not associated member of protected series to information concerning protected series","url":"\/13.1-1099.6\/","token":"13.1\/12\/16\/13.1-1099.6","metadata":false},{"id":64314,"structure_id":13582,"section_number":"13.1-1099.7","catch_line":"Limitations on liability","url":"\/13.1-1099.7\/","token":"13.1\/12\/16\/13.1-1099.7","metadata":false},{"id":59684,"structure_id":13582,"section_number":"13.1-1099.8","catch_line":"Claim seeking to disregard limitation of liability","url":"\/13.1-1099.8\/","token":"13.1\/12\/16\/13.1-1099.8","metadata":false},{"id":59181,"structure_id":13582,"section_number":"13.1-1099.9","catch_line":"Remedies of judgment creditor of associated member or protected series assignee","url":"\/13.1-1099.9\/","token":"13.1\/12\/16\/13.1-1099.9","metadata":false}],"previous_section":{"id":55148,"structure_id":13582,"section_number":"13.1-1091","catch_line":"Governing law","url":"\/13.1-1091\/","token":"13.1\/12\/16\/13.1-1091","metadata":false},"next_section":{"id":84976,"structure_id":13582,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","url":"\/13.1-1093\/","token":"13.1\/12\/16\/13.1-1093","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1092\/","history_text":"

This law was first created in 2019. The record of its establishment is cataloged in chapter 636<\/a> 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.<\/p>","references":[{"id":84976,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","order_by":null,"url":"\/13.1-1093\/"},{"id":84390,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","order_by":null,"url":"\/13.1-1094\/"}],"refers_to":[{"id":84976,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","order_by":null,"url":"\/13.1-1093\/"},{"id":84390,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","order_by":null,"url":"\/13.1-1094\/"}],"permalink":{"id":148601,"object_type":"law","relational_id":62538,"identifier":"13.1-1092","token":"13.1\/12\/16\/13.1-1092","url":"\/13.1-1092\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1092\/","token":"13.1\/12\/16\/13.1-1092","dublin_core":{"Title":"Relation of operating agreement, this article, and the other articles of this chapter","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1092","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as otherwise provided in this section and subject to \u00a7\u00a7 13.1-1093<\/a> and 13.1-1094<\/a>, the operating agreement<\/span> of a series limited liability company<\/span> governs: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The internal affairs of a protected series, including:\n\t\t\t\ta. Relations among any associated members<\/span> of the protected series;\n\t\t\t\tb. Relations among the protected series and (i) any associated member<\/span> of the protected series, (ii) any protected series manager<\/span>, and (iii) any protected series assignee<\/span>;\n\t\t\t\tc. Relations between any associated member<\/span> and (i) any protected series manager<\/span> or (ii) any protected series assignee<\/span>;\n\t\t\t\td. The rights and duties of a protected series manager<\/span>;\n\t\t\t\te. Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and\n\t\t\t\tf. Procedures and conditions for becoming an associated member<\/span> or protected series assignee<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The relations among the protected series of a series limited liability company<\/span>, the series limited liability company<\/span>, and any other protected series of the series limited liability company<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Relations between:\n\t\t\t\ta. The protected series, its protected series manager<\/span>, any associated member<\/span> of the protected series, or any protected series assignee<\/span> of the protected series; and\n\t\t\t\tb. A person<\/span> in the person<\/span>’s capacity as: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A member<\/span> of the series limited liability company<\/span> who is not an associated member<\/span> of the protected series; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A protected series assignee<\/span> or protected series manager<\/span> of another protected series; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> An assignee of the series limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the provisions of this chapter other than in this article restrict the power of an operating agreement<\/span> to affect a matter, the restriction applies to a matter under this article according to the rules stated in § 13.1-1094<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the law<\/span> of the Commonwealth other than this article contains a prohibition, limitation, requirement, condition, or other constraint pertaining to a limited liability company<\/span>, a member<\/span>, a manager, or other agent of the limited liability company<\/span>, or an assignee of the limited liability company<\/span>, except as otherwise provided in the law<\/span> of the Commonwealth other than this article, the restriction applies according to the rules stated in § 13.1-1094<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Except as otherwise provided in \u00a7 13.1-1093<\/a>, if the operating agreement<\/span> of a series limited liability company<\/span> does not provide for a matter described in subsection A in a manner permitted by this article, the matter is determined in accordance with the following rules: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To the extent that this article addresses the matter, this article governs; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> To the extent that this article does not address the matter, the provisions of this chapter other than in this article govern the matter according to the rules stated in § 13.1-1094<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRELATION OF OPERATING AGREEMENT, THIS ARTICLE, AND THE OTHER ARTICLES OF THIS\nCHAPTER (\u00a7 13.1-1092)\n\nA. Except as otherwise provided in this section and subject to \u00a7\u00a7 13.1-1093\nand 13.1-1094, the operating agreement of a series limited liability company\ngoverns:\n\n 1. The internal affairs of a protected series, including:\n \t\t\t\ta. Relations among any associated members of the protected series;\n \t\t\t\tb. Relations among the protected series and (i) any associated member of\n the protected series, (ii) any protected series manager, and (iii) any\n protected series assignee;\n \t\t\t\tc. Relations between any associated member and (i) any protected series\n manager or (ii) any protected series assignee;\n \t\t\t\td. The rights and duties of a protected series manager;\n \t\t\t\te. Governance decisions affecting the activities and affairs of the\n protected series and the conduct of those activities and affairs; and\n \t\t\t\tf. Procedures and conditions for becoming an associated member or\n protected series assignee;\n\n 2. The relations among the protected series of a series limited liability\n company, the series limited liability company, and any other protected series\n of the series limited liability company; and\n\n 3. Relations between:\n \t\t\t\ta. The protected series, its protected series manager, any associated\n member of the protected series, or any protected series assignee of the\n protected series; and\n \t\t\t\tb. A person in the person’s capacity as:\n\n 1. A member of the series limited liability company who is not an associated\n member of the protected series;\n\n 2. A protected series assignee or protected series manager of another\n protected series; or\n\n 3. An assignee of the series limited liability company.\n\nB. If the provisions of this chapter other than in this article restrict the\npower of an operating agreement to affect a matter, the restriction applies to a\nmatter under this article according to the rules stated in § 13.1-1094.\n\nC. If the law of the Commonwealth other than this article contains a\nprohibition, limitation, requirement, condition, or other constraint pertaining\nto a limited liability company, a member, a manager, or other agent of the\nlimited liability company, or an assignee of the limited liability company,\nexcept as otherwise provided in the law of the Commonwealth other than this\narticle, the restriction applies according to the rules stated in §\n13.1-1094.\n\nD. Except as otherwise provided in \u00a7 13.1-1093, if the operating agreement of a\nseries limited liability company does not provide for a matter described in\nsubsection A in a manner permitted by this article, the matter is determined in\naccordance with the following rules:\n\n 1. To the extent that this article addresses the matter, this article governs;\n and\n\n 2. To the extent that this article does not address the matter, the provisions\n of this chapter other than in this article govern the matter according to the\n rules stated in § 13.1-1094.\n\nHISTORY: 2019, c. 636.","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}}