{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1099.5.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1099.5.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1099.5.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1099.5.html"}],"law_id":55609,"edition_id":1,"section_id":55609,"structure_id":13582,"section_number":"13.1-1099.5","catch_line":"Management","history":"2019, c. 636.","full_text":"A\n\nA protected series may have more than one protected series manager.B\n\nIf a protected series has no associated members, the series limited liability company is the protected series manager.C\n\nSection 13.1-1094 shall be applicable to the determination of any duties of a protected series manager of a protected series of a series limited liability company to:1\n\nThe protected series;2\n\nAny associated member of the protected series; and3\n\nAny protected series assignee of the protected series.D\n\nSolely by reason of being or acting as a protected series manager of a protected series of a series limited liability company, a person owes no duty to:1\n\nThe series limited liability company;2\n\nAnother protected series of the series limited liability company; or3\n\nAnother person in that person’s capacity as:\n\t\t\t\ta. A member of the series limited liability company that is not an associated member of the protected series;\n\t\t\t\tb. A protected series assignee or protected series manager of another protected series; or\n\t\t\t\tc. An assignee of the series limited liability company.E\n\nAn associated member of a protected series of a series limited liability company has the same rights as any other member of the series limited liability company to vote on or consent to an amendment to the series limited liability company’s operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.F\n\nSections 13.1-1042 through 13.1-1045 apply to a protected series in accordance with § 13.1-1094.G\n\nAn associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is under subdivision A 1 of § 13.1-1021.1 an agent for the series limited liability company with statutory power to bind the company.","order_by":null,"text":{"0":{"id":203849,"text":"A protected series may have more than one protected series manager.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":203850,"text":"If a protected series has no associated members, the series limited liability company is the protected series manager.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":203851,"text":"Section 13.1-1094 shall be applicable to the determination of any duties of a protected series manager of a protected series of a series limited liability company to:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":203852,"text":"The protected series;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":203853,"text":"Any associated member of the protected series; and","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":203854,"text":"Any protected series assignee of the protected series.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"6":{"id":203855,"text":"Solely by reason of being or acting as a protected series manager of a protected series of a series limited liability company, a person owes no duty to:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3","next_prefix":"D1"},"7":{"id":203856,"text":"The series limited liability company;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"8":{"id":203857,"text":"Another protected series of the series limited liability company; or","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"9":{"id":203858,"text":"Another person in that person’s capacity as:\n\t\t\t\ta. A member of the series limited liability company that is not an associated member of the protected series;\n\t\t\t\tb. A protected series assignee or protected series manager of another protected series; or\n\t\t\t\tc. An assignee of the series limited liability company.","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"E"},"10":{"id":203859,"text":"An associated member of a protected series of a series limited liability company has the same rights as any other member of the series limited liability company to vote on or consent to an amendment to the series limited liability company’s operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D3","next_prefix":"F"},"11":{"id":203860,"text":"Sections 13.1-1042 through 13.1-1045 apply to a protected series in accordance with § 13.1-1094.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"12":{"id":203861,"text":"An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is under subdivision A 1 of § 13.1-1021.1 an agent for the series limited liability company with statutory power to bind the company.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1099.5\/","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":82943,"section_number":"13.1-1021.1","catch_line":"Agency of members and managers","order_by":null,"url":"\/13.1-1021.1\/"},{"id":73455,"section_number":"13.1-1042","catch_line":"Right of action; standing; condition precedent; stay of proceeding","order_by":null,"url":"\/13.1-1042\/"},{"id":79743,"section_number":"13.1-1045","catch_line":"Expenses","order_by":null,"url":"\/13.1-1045\/"},{"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":148721,"object_type":"law","relational_id":55609,"identifier":"13.1-1099.5","token":"13.1\/12\/16\/13.1-1099.5","url":"\/13.1-1099.5\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1099.5\/","token":"13.1\/12\/16\/13.1-1099.5","dublin_core":{"Title":"Management","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1099.5","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A protected series may have more than one protected series manager<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If a protected series has no associated members<\/span>, the series limited liability company<\/span> is the protected series manager<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Section 13.1-1094<\/a> shall be applicable to the determination of any duties of a protected series manager<\/span> of a protected series of a series limited liability company<\/span> to: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

2.<\/span> Any associated member<\/span> of the protected series; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any protected series assignee<\/span> of the protected series. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Solely by reason of being or acting as a protected series manager<\/span> of a protected series of a series limited liability company<\/span>, a person<\/span> owes no duty to: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

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

3.<\/span> Another person<\/span> in that person<\/span>’s capacity as:\n\t\t\t\ta. A member<\/span> of the series limited liability company<\/span> that is not an associated member<\/span> of the protected series;\n\t\t\t\tb. A protected series assignee<\/span> or protected series manager<\/span> of another protected series; or\n\t\t\t\tc. An assignee of the series limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> An associated member<\/span> of a protected series of a series limited liability company<\/span> has the same rights as any other member<\/span> of the series limited liability company<\/span> to vote on or consent to an amendment to the series limited liability company<\/span>’s operating agreement<\/span> or any other matter being decided by the members<\/span>, whether or not the amendment or matter affects the interests<\/span> of the protected series or the associated member<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Sections 13.1-1042<\/a> through 13.1-1045<\/a> apply to a protected series in accordance with § 13.1-1094<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> An associated member<\/span> of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member<\/span> of a limited liability company<\/span> is under subdivision A 1 of § 13.1-1021.1<\/a> an agent for the series limited liability company<\/span> with statutory power to bind the company. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMANAGEMENT (\u00a7 13.1-1099.5)\n\nA. A protected series may have more than one protected series manager.\n\nB. If a protected series has no associated members, the series limited liability\ncompany is the protected series manager.\n\nC. Section 13.1-1094 shall be applicable to the determination of any duties of a\nprotected series manager of a protected series of a series limited liability\ncompany to:\n\n 1. The protected series;\n\n 2. Any associated member of the protected series; and\n\n 3. Any protected series assignee of the protected series.\n\nD. Solely by reason of being or acting as a protected series manager of a\nprotected series of a series limited liability company, a person owes no duty\nto:\n\n 1. The series limited liability company;\n\n 2. Another protected series of the series limited liability company; or\n\n 3. Another person in that person’s capacity as:\n \t\t\t\ta. A member of the series limited liability company that is not an\n associated member of the protected series;\n \t\t\t\tb. A protected series assignee or protected series manager of another\n protected series; or\n \t\t\t\tc. An assignee of the series limited liability company.\n\nE. An associated member of a protected series of a series limited liability\ncompany has the same rights as any other member of the series limited liability\ncompany to vote on or consent to an amendment to the series limited liability\ncompany’s operating agreement or any other matter being decided by the\nmembers, whether or not the amendment or matter affects the interests of the\nprotected series or the associated member.\n\nF. Sections 13.1-1042 through 13.1-1045 apply to a protected series in\naccordance with § 13.1-1094.\n\nG. An associated member of a protected series is an agent for the protected\nseries with power to bind the protected series to the same extent that a member\nof a limited liability company is under subdivision A 1 of § 13.1-1021.1 an\nagent for the series limited liability company with statutory power to bind the\ncompany.\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}}