{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1099.11.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1099.11.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1099.11.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1099.11.html"}],"law_id":55453,"edition_id":1,"section_id":55453,"structure_id":13582,"section_number":"13.1-1099.11","catch_line":"Events causing dissolution of protected series","history":"2019, c. 636.","full_text":"A protected series of a series limited liability company is dissolved, and its activities and affairs shall be wound up, upon the:\n\n1\n\nDissolution of the series limited liability company;2\n\nOccurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;3\n\nAffirmative vote or consent of all the members;4\n\nEntry of a court order dissolving the protected series on application by an associated member or protected series manager of the protected series:\n\t\t\ta. In accordance with § 13.1-1094; and\n\t\t\tb. To the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member of or a person managing the limited liability company;5\n\nEntry by the court of an order dissolving the protected series on application by the series limited liability company or a member of the series limited liability company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal;6\n\nAutomatic cancellation of its existence pursuant to §§ 13.1-1050.2 and 13.1-1099.1; or7\n\nAutomatic or involuntary cancellation of the existence of the series limited liability company that established the protected series pursuant to § 13.1-1050.2 or 13.1-1050.3.","order_by":null,"text":{"0":{"id":203263,"text":"A protected series of a series limited liability company is dissolved, and its activities and affairs shall be wound up, upon the:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":203264,"text":"Dissolution of the series limited liability company;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":203265,"text":"Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":203266,"text":"Affirmative vote or consent of all the members;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":203267,"text":"Entry of a court order dissolving the protected series on application by an associated member or protected series manager of the protected series:\n\t\t\ta. In accordance with § 13.1-1094; and\n\t\t\tb. To the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member of or a person managing the limited liability company;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":203268,"text":"Entry by the court of an order dissolving the protected series on application by the series limited liability company or a member of the series limited liability company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal;","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":203269,"text":"Automatic cancellation of its existence pursuant to §§ 13.1-1050.2 and 13.1-1099.1; or","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5","next_prefix":"7"},"7":{"id":203270,"text":"Automatic or involuntary cancellation of the existence of the series limited liability company that established the protected series pursuant to § 13.1-1050.2 or 13.1-1050.3.","type":"section","prefixes":["7"],"prefix":"7","entire_prefix":"7","prefix_anchor":"7","level":1,"prior_prefix":"6"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1099.11\/","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":74889,"section_number":"13.1-1089","catch_line":"Nature of protected series","order_by":null,"url":"\/13.1-1089\/"},{"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":76074,"section_number":"13.1-1050.2","catch_line":"Automatic cancellation of limited liability company existence","order_by":null,"url":"\/13.1-1050.2\/"},{"id":80731,"section_number":"13.1-1050.3","catch_line":"Involuntary cancellation of limited liability company existence","order_by":null,"url":"\/13.1-1050.3\/"},{"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\/"},{"id":83120,"section_number":"13.1-1099.1","catch_line":"Annual registration fees","order_by":null,"url":"\/13.1-1099.1\/"}],"permalink":{"id":148641,"object_type":"law","relational_id":55453,"identifier":"13.1-1099.11","token":"13.1\/12\/16\/13.1-1099.11","url":"\/13.1-1099.11\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1099.11\/","token":"13.1\/12\/16\/13.1-1099.11","dublin_core":{"Title":"Events causing dissolution of protected series","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1099.11","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A protected series<\/span> of a series limited liability company<\/span> is dissolved, and its activities and affairs shall be wound up, upon the:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Dissolution of the series limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Occurrence of an event or circumstance the operating agreement<\/span> states causes dissolution of the protected series<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Affirmative vote or consent of all the members<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Entry of a court order<\/span> dissolving the protected series on application by an associated member<\/span> or protected series manager<\/span> of the protected series:\n\t\t\ta. In accordance with § 13.1-1094<\/a>; and\n\t\t\tb. To the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company<\/span> on application by a member<\/span> of or a person<\/span> managing the limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Entry by the court of an order dissolving the protected series on application by the series limited liability company<\/span> or a member<\/span> of the series limited liability company<\/span> on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Automatic cancellation of its existence pursuant to §§ 13.1-1050.2<\/a> and 13.1-1099.1<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Automatic or involuntary cancellation of the existence of the series limited liability company<\/span> that established the protected series pursuant to § 13.1-1050.2<\/a> or 13.1-1050.3<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEVENTS CAUSING DISSOLUTION OF PROTECTED SERIES (\u00a7 13.1-1099.11)\n\nA protected series of a series limited liability company is dissolved, and its\nactivities and affairs shall be wound up, upon the:\n\n1. Dissolution of the series limited liability company;\n\n2. Occurrence of an event or circumstance the operating agreement states causes\ndissolution of the protected series;\n\n3. Affirmative vote or consent of all the members;\n\n4. Entry of a court order dissolving the protected series on application by an\nassociated member or protected series manager of the protected series:\n\t\t\ta. In accordance with § 13.1-1094; and\n\t\t\tb. To the same extent, in the same manner, and on the same grounds the court\nwould enter an order dissolving a limited liability company on application by a\nmember of or a person managing the limited liability company;\n\n5. Entry by the court of an order dissolving the protected series on application\nby the series limited liability company or a member of the series limited\nliability company on the ground that the conduct of all or substantially all the\nactivities and affairs of the protected series is illegal;\n\n6. Automatic cancellation of its existence pursuant to §§ 13.1-1050.2\nand 13.1-1099.1; or\n\n7. Automatic or involuntary cancellation of the existence of the series limited\nliability company that established the protected series pursuant to §\n13.1-1050.2 or 13.1-1050.3.\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}}