{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1099.21.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1099.21.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1099.21.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1099.21.html"}],"law_id":81612,"edition_id":1,"section_id":81612,"structure_id":13582,"section_number":"13.1-1099.21","catch_line":"Governing law; foreign series limited liability companies and foreign protected series","history":"2019, c. 636.","full_text":"The law of the jurisdiction of formation of a foreign series limited liability company governs:\n\n1\n\nThe internal affairs of a foreign protected series of the foreign series limited liability company, including:\n\t\t\ta. Relations among any associated members of the foreign protected series;\n\t\t\tb. Relations between the foreign protected series and:1\n\nAny associated member;2\n\nThe protected series manager; or3\n\nAny protected series assignee;\n\t\t\t\tc. Relations between any associated member and:1\n\nThe protected series manager; and2\n\nAny 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 foreign 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\nRelations between the foreign protected series and:\n\t\t\ta. The foreign series limited liability company;\n\t\t\tb. Another foreign protected series of the foreign series limited liability company;\n\t\t\tc. A member of the foreign series limited liability company that is not an associated member of the foreign protected series;\n\t\t\td. A foreign protected series manager that is not a protected series manager of the protected series;\n\t\t\te. A foreign protected series assignee that is not a foreign protected series assignee of the protected series; and\n\t\t\tf. An assignee of a membership interest of the foreign series limited liability company;3\n\nExcept as otherwise provided in §§ 13.1-1099.8 and 13.1-1099.10, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:\n\t\t\ta. An associated member, protected series assignee, or protected series manager of the foreign protected series;\n\t\t\tb. A member of the foreign series limited liability company that is not an associated member of the foreign protected series;\n\t\t\tc. A protected series manager of another foreign protected series of the foreign series limited liability company;\n\t\t\td. A protected series assignee of another foreign protected series of the foreign series limited liability company;\n\t\t\te. A manager of the foreign series limited liability company; or\n\t\t\tf. An assignee of a membership interest of the foreign series limited liability company; and4\n\nExcept as otherwise provided in \u00a7\u00a7 13.1-1099.8 and 13.1-1099.10:\n\t\t\ta. The liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the foreign series limited liability company or the foreign series limited liability company:1\n\nBeing or acting as a foreign protected series manager of the foreign protected series;2\n\nHaving the foreign protected series manage the foreign series limited liability company; or3\n\nOwning a protected series membership interest of the foreign protected series; and\n\t\t\t\tb. The liability of a foreign protected series for a debt, obligation, or other liability of the foreign series limited liability company or another foreign protected series of the foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series:1\n\nBeing a foreign protected series of the foreign series limited liability company or having the foreign series limited liability company or another foreign protected series of the foreign series limited liability company be or act as a foreign protected series manager of the foreign protected series; or2\n\nManaging the foreign series limited liability company or being or acting as a foreign protected series manager of another foreign protected series of the foreign series limited liability company.","order_by":null,"text":{"0":{"id":292276,"text":"The law of the jurisdiction of formation of a foreign series limited liability company governs:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":292277,"text":"The internal affairs of a foreign protected series of the foreign series limited liability company, including:\n\t\t\ta. Relations among any associated members of the foreign protected series;\n\t\t\tb. Relations between the foreign protected series and:","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"11"},"2":{"id":292278,"text":"Any associated member;","type":"section","prefixes":["1","1"],"prefix":"1","entire_prefix":"11","prefix_anchor":"11","level":2,"prior_prefix":"1","next_prefix":"12"},"3":{"id":292279,"text":"The protected series manager; or","type":"section","prefixes":["1","2"],"prefix":"2","entire_prefix":"12","prefix_anchor":"12","level":2,"prior_prefix":"11","next_prefix":"13"},"4":{"id":292280,"text":"Any protected series assignee;\n\t\t\t\tc. Relations between any associated member and:","type":"section","prefixes":["1","3"],"prefix":"3","entire_prefix":"13","prefix_anchor":"13","level":2,"prior_prefix":"12","next_prefix":"11"},"5":{"id":292281,"text":"The protected series manager; and","type":"section","prefixes":["1","1"],"prefix":"1","entire_prefix":"11","prefix_anchor":"11","level":2,"prior_prefix":"13","next_prefix":"12"},"6":{"id":292282,"text":"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 foreign 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":["1","2"],"prefix":"2","entire_prefix":"12","prefix_anchor":"12","level":2,"prior_prefix":"11","next_prefix":"2"},"7":{"id":292283,"text":"Relations between the foreign protected series and:\n\t\t\ta. The foreign series limited liability company;\n\t\t\tb. Another foreign protected series of the foreign series limited liability company;\n\t\t\tc. A member of the foreign series limited liability company that is not an associated member of the foreign protected series;\n\t\t\td. A foreign protected series manager that is not a protected series manager of the protected series;\n\t\t\te. A foreign protected series assignee that is not a foreign protected series assignee of the protected series; and\n\t\t\tf. An assignee of a membership interest of the foreign series limited liability company;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"12","next_prefix":"3"},"8":{"id":292284,"text":"Except as otherwise provided in §§ 13.1-1099.8 and 13.1-1099.10, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:\n\t\t\ta. An associated member, protected series assignee, or protected series manager of the foreign protected series;\n\t\t\tb. A member of the foreign series limited liability company that is not an associated member of the foreign protected series;\n\t\t\tc. A protected series manager of another foreign protected series of the foreign series limited liability company;\n\t\t\td. A protected series assignee of another foreign protected series of the foreign series limited liability company;\n\t\t\te. A manager of the foreign series limited liability company; or\n\t\t\tf. An assignee of a membership interest of the foreign series limited liability company; and","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"9":{"id":292285,"text":"Except as otherwise provided in \u00a7\u00a7 13.1-1099.8 and 13.1-1099.10:\n\t\t\ta. The liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the foreign series limited liability company or the foreign series limited liability company:","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"41"},"10":{"id":292286,"text":"Being or acting as a foreign protected series manager of the foreign protected series;","type":"section","prefixes":["4","1"],"prefix":"1","entire_prefix":"41","prefix_anchor":"41","level":2,"prior_prefix":"4","next_prefix":"42"},"11":{"id":292287,"text":"Having the foreign protected series manage the foreign series limited liability company; or","type":"section","prefixes":["4","2"],"prefix":"2","entire_prefix":"42","prefix_anchor":"42","level":2,"prior_prefix":"41","next_prefix":"43"},"12":{"id":292288,"text":"Owning a protected series membership interest of the foreign protected series; and\n\t\t\t\tb. The liability of a foreign protected series for a debt, obligation, or other liability of the foreign series limited liability company or another foreign protected series of the foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series:","type":"section","prefixes":["4","3"],"prefix":"3","entire_prefix":"43","prefix_anchor":"43","level":2,"prior_prefix":"42","next_prefix":"41"},"13":{"id":292289,"text":"Being a foreign protected series of the foreign series limited liability company or having the foreign series limited liability company or another foreign protected series of the foreign series limited liability company be or act as a foreign protected series manager of the foreign protected series; or","type":"section","prefixes":["4","1"],"prefix":"1","entire_prefix":"41","prefix_anchor":"41","level":2,"prior_prefix":"43","next_prefix":"42"},"14":{"id":292290,"text":"Managing the foreign series limited liability company or being or acting as a foreign protected series manager of another foreign protected series of the foreign series limited liability company.","type":"section","prefixes":["4","2"],"prefix":"2","entire_prefix":"42","prefix_anchor":"42","level":2,"prior_prefix":"41"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1099.21\/","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\/"}],"refers_to":[{"id":79166,"section_number":"13.1-1099.10","catch_line":"Enforcement of claim against non-associated asset","order_by":null,"url":"\/13.1-1099.10\/"},{"id":59684,"section_number":"13.1-1099.8","catch_line":"Claim seeking to disregard limitation of liability","order_by":null,"url":"\/13.1-1099.8\/"}],"permalink":{"id":148685,"object_type":"law","relational_id":81612,"identifier":"13.1-1099.21","token":"13.1\/12\/16\/13.1-1099.21","url":"\/13.1-1099.21\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1099.21\/","token":"13.1\/12\/16\/13.1-1099.21","dublin_core":{"Title":"Governing law; foreign series limited liability companies and foreign protected series","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1099.21","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

The law<\/span> of the jurisdiction of formation<\/span> of a foreign series limited liability company<\/span><\/span> governs:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The internal affairs of a foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span>, including:\n\t\t\ta. Relations among any associated members<\/span> of the foreign protected series<\/span>;\n\t\t\tb. Relations between the foreign protected series<\/span> and: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Any associated member<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The protected series manager<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any protected series assignee<\/span>;\n\t\t\t\tc. Relations between any associated member<\/span> and: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The protected series manager<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> 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 foreign protected series<\/span> 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> Relations between the foreign protected series<\/span> and:\n\t\t\ta. The foreign series limited liability company<\/span><\/span>;\n\t\t\tb. Another foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span>;\n\t\t\tc. A member<\/span> of the foreign series limited liability company<\/span><\/span> that is not an associated member<\/span> of the foreign protected series<\/span>;\n\t\t\td. A foreign protected series<\/span> manager that is not a protected series manager<\/span> of the protected series;\n\t\t\te. A foreign protected series assignee<\/span> that is not a foreign protected series assignee<\/span> of the protected series; and\n\t\t\tf. An assignee of a membership interest<\/span> of the foreign series limited liability company<\/span><\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Except as otherwise provided in §§ 13.1-1099.8<\/a> and 13.1-1099.10<\/a>, the liability of a person<\/span> for a debt, obligation, or other liability of a foreign protected series<\/span> of a foreign series limited liability company<\/span><\/span> if the debt, obligation, or liability is asserted solely by reason of the person<\/span> being or acting as:\n\t\t\ta. An associated member<\/span>, protected series assignee<\/span>, or protected series manager<\/span> of the foreign protected series<\/span>;\n\t\t\tb. A member<\/span> of the foreign series limited liability company<\/span><\/span> that is not an associated member<\/span> of the foreign protected series<\/span>;\n\t\t\tc. A protected series manager<\/span> of another foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span>;\n\t\t\td. A protected series assignee<\/span> of another foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span>;\n\t\t\te. A manager of the foreign series limited liability company<\/span><\/span>; or\n\t\t\tf. An assignee of a membership interest<\/span> of the foreign series limited liability company<\/span><\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Except as otherwise provided in \u00a7\u00a7 13.1-1099.8<\/a> and 13.1-1099.10<\/a>:\n\t\t\ta. The liability of the foreign series limited liability company<\/span><\/span> for a debt, obligation, or other liability of a foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span> if the debt, obligation, or liability is asserted solely by reason of the foreign protected series<\/span> being a foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span> or the foreign series limited liability company<\/span><\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Being or acting as a foreign protected series<\/span> manager of the foreign protected series<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Having the foreign protected series<\/span> manage the foreign series limited liability company<\/span><\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Owning a protected series membership interest<\/span> of the foreign protected series<\/span>; and\n\t\t\t\tb. The liability of a foreign protected series<\/span> for a debt, obligation, or other liability of the foreign series limited liability company<\/span><\/span> or another foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span> if the debt, obligation, or liability is asserted solely by reason of the foreign protected series<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Being a foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span> or having the foreign series limited liability company<\/span><\/span> or another foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span> be or act as a foreign protected series<\/span> manager of the foreign protected series<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Managing the foreign series limited liability company<\/span><\/span> or being or acting as a foreign protected series<\/span> manager of another foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nGOVERNING LAW; FOREIGN SERIES LIMITED LIABILITY COMPANIES AND FOREIGN PROTECTED\nSERIES (\u00a7 13.1-1099.21)\n\nThe law of the jurisdiction of formation of a foreign series limited liability\ncompany governs:\n\n1. The internal affairs of a foreign protected series of the foreign series\nlimited liability company, including:\n\t\t\ta. Relations among any associated members of the foreign protected series;\n\t\t\tb. Relations between the foreign protected series and:\n\n 1. Any associated member;\n\n 2. The protected series manager; or\n\n 3. Any protected series assignee;\n \t\t\t\tc. Relations between any associated member and:\n\n 1. The protected series manager; and\n\n 2. 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 foreign 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\n2. Relations between the foreign protected series and:\n\t\t\ta. The foreign series limited liability company;\n\t\t\tb. Another foreign protected series of the foreign series limited liability\ncompany;\n\t\t\tc. A member of the foreign series limited liability company that is not an\nassociated member of the foreign protected series;\n\t\t\td. A foreign protected series manager that is not a protected series manager\nof the protected series;\n\t\t\te. A foreign protected series assignee that is not a foreign protected series\nassignee of the protected series; and\n\t\t\tf. An assignee of a membership interest of the foreign series limited\nliability company;\n\n3. Except as otherwise provided in §§ 13.1-1099.8 and 13.1-1099.10,\nthe liability of a person for a debt, obligation, or other liability of a\nforeign protected series of a foreign series limited liability company if the\ndebt, obligation, or liability is asserted solely by reason of the person being\nor acting as:\n\t\t\ta. An associated member, protected series assignee, or protected series\nmanager of the foreign protected series;\n\t\t\tb. A member of the foreign series limited liability company that is not an\nassociated member of the foreign protected series;\n\t\t\tc. A protected series manager of another foreign protected series of the\nforeign series limited liability company;\n\t\t\td. A protected series assignee of another foreign protected series of the\nforeign series limited liability company;\n\t\t\te. A manager of the foreign series limited liability company; or\n\t\t\tf. An assignee of a membership interest of the foreign series limited\nliability company; and\n\n4. Except as otherwise provided in \u00a7\u00a7 13.1-1099.8 and 13.1-1099.10:\n\t\t\ta. The liability of the foreign series limited liability company for a debt,\nobligation, or other liability of a foreign protected series of the foreign\nseries limited liability company if the debt, obligation, or liability is\nasserted solely by reason of the foreign protected series being a foreign\nprotected series of the foreign series limited liability company or the foreign\nseries limited liability company:\n\n 1. Being or acting as a foreign protected series manager of the foreign\n protected series;\n\n 2. Having the foreign protected series manage the foreign series limited\n liability company; or\n\n 3. Owning a protected series membership interest of the foreign protected\n series; and\n \t\t\t\tb. The liability of a foreign protected series for a debt, obligation, or\n other liability of the foreign series limited liability company or another\n foreign protected series of the foreign series limited liability company if\n the debt, obligation, or liability is asserted solely by reason of the foreign\n protected series:\n\n 1. Being a foreign protected series of the foreign series limited liability\n company or having the foreign series limited liability company or another\n foreign protected series of the foreign series limited liability company be or\n act as a foreign protected series manager of the foreign protected series; or\n\n 2. Managing the foreign series limited liability company or being or acting as\n a foreign protected series manager of another foreign protected series of the\n foreign series limited liability company.\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}}