{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1115.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1115.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1115.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1115.html"}],"law_id":76113,"edition_id":1,"section_id":76113,"structure_id":13722,"section_number":"13.1-1115","catch_line":"Transfer of membership interests","history":"1992, c. 574; 1999, c. 100.","full_text":"A\n\nNo member of a professional limited liability company organized under this chapter may sell, assign in whole or in part, or otherwise transfer that member’s membership interest in the professional limited liability company except to (i) the professional limited liability company, (ii) another individual or professional business entity that is eligible to be a member of that professional limited liability company, or (iii) a qualified charitable remainder trust as described in subsection B. In the case of a professional limited liability company rendering the services of architects, professional engineers, land surveyors and certified landscape architects, or any combination thereof, no person or professional business entity which is not duly licensed or otherwise legally authorized to render one of those services will be eligible unless at least two-thirds of the remaining membership interests after the sale or transfer are held by persons or professional business entities duly licensed or otherwise legally authorized to perform one of those services.B\n\nAs used in this section, “qualified charitable remainder trust” means a trust meeting the requirements of \u00a7 664 of the United States Internal Revenue Code of 1986, as amended, and which meets all of the following conditions:1\n\nHas one or more current income beneficiaries, all of which are eligible to be members in the professional limited liability company under § 13.1-1103.2\n\nHas a trustee or independent special trustee who:\n\t\t\t\ta. Is eligible to have a membership interest in the professional limited liability company under § 13.1-1103; and\n\t\t\t\tb. Has exclusive authority over the membership interests while such interests are held in the trust.3\n\nHas one or more irrevocably designated charitable remaindermen, all of which must at all times be domiciled or maintain a local chapter in the Commonwealth of Virginia.4\n\nWhen transferring any assets during the term of the trust to charitable organizations, the distributions are made only to charitable organizations described in § 170(c) of the Internal Revenue Code that are domiciled or maintain a local chapter in this Commonwealth.","order_by":null,"text":{"0":{"id":273178,"text":"No member of a professional limited liability company organized under this chapter may sell, assign in whole or in part, or otherwise transfer that member’s membership interest in the professional limited liability company except to (i) the professional limited liability company, (ii) another individual or professional business entity that is eligible to be a member of that professional limited liability company, or (iii) a qualified charitable remainder trust as described in subsection B. In the case of a professional limited liability company rendering the services of architects, professional engineers, land surveyors and certified landscape architects, or any combination thereof, no person or professional business entity which is not duly licensed or otherwise legally authorized to render one of those services will be eligible unless at least two-thirds of the remaining membership interests after the sale or transfer are held by persons or professional business entities duly licensed or otherwise legally authorized to perform one of those services.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":273179,"text":"As used in this section, “qualified charitable remainder trust” means a trust meeting the requirements of \u00a7 664 of the United States Internal Revenue Code of 1986, as amended, and which meets all of the following conditions:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":273180,"text":"Has one or more current income beneficiaries, all of which are eligible to be members in the professional limited liability company under § 13.1-1103.","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":273181,"text":"Has a trustee or independent special trustee who:\n\t\t\t\ta. Is eligible to have a membership interest in the professional limited liability company under § 13.1-1103; and\n\t\t\t\tb. Has exclusive authority over the membership interests while such interests are held in the trust.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":273182,"text":"Has one or more irrevocably designated charitable remaindermen, all of which must at all times be domiciled or maintain a local chapter in the Commonwealth of Virginia.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":273183,"text":"When transferring any assets during the term of the trust to charitable organizations, the distributions are made only to charitable organizations described in § 170(c) of the Internal Revenue Code that are domiciled or maintain a local chapter in this Commonwealth.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3"}},"ancestry":[{"id":13722,"edition_id":1,"name":"Virginia Professional Limited Liability Company Act","identifier":"13","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:45:40","date_modified":"2026-06-26 03:45:40","permalink":{"id":149009,"object_type":"structure","relational_id":13722,"identifier":"13","token":"13.1\/13","url":"\/13.1\/13\/","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":83306,"structure_id":13722,"section_number":"13.1-1100","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-1100\/","token":"13.1\/13\/13.1-1100","metadata":false},{"id":67914,"structure_id":13722,"section_number":"13.1-1101","catch_line":"Legislative purpose","url":"\/13.1-1101\/","token":"13.1\/13\/13.1-1101","metadata":false},{"id":80168,"structure_id":13722,"section_number":"13.1-1101.1","catch_line":"Practice of certain professions by limited liability companies","url":"\/13.1-1101.1\/","token":"13.1\/13\/13.1-1101.1","metadata":false},{"id":57431,"structure_id":13722,"section_number":"13.1-1102","catch_line":"Definitions","url":"\/13.1-1102\/","token":"13.1\/13\/13.1-1102","metadata":false},{"id":65629,"structure_id":13722,"section_number":"13.1-1103","catch_line":"Who may become a member","url":"\/13.1-1103\/","token":"13.1\/13\/13.1-1103","metadata":false},{"id":70376,"structure_id":13722,"section_number":"13.1-1104","catch_line":"Use of initials \"P.L.C.,\" \"PLC,\" \"P.L.L.C.\" or \"PLLC\" in company name","url":"\/13.1-1104\/","token":"13.1\/13\/13.1-1104","metadata":false},{"id":71407,"structure_id":13722,"section_number":"13.1-1105","catch_line":"Certificate of authority for foreign professional limited liability company","url":"\/13.1-1105\/","token":"13.1\/13\/13.1-1105","metadata":false},{"id":54716,"structure_id":13722,"section_number":"13.1-1106","catch_line":"Merger with foreign professional limited liability company or foreign professional corporation","url":"\/13.1-1106\/","token":"13.1\/13\/13.1-1106","metadata":false},{"id":62219,"structure_id":13722,"section_number":"13.1-1107","catch_line":"How limited liability company may render professional services; nonprofessional employees and agents; members and managers need not be employees, etc","url":"\/13.1-1107\/","token":"13.1\/13\/13.1-1107","metadata":false},{"id":62134,"structure_id":13722,"section_number":"13.1-1108","catch_line":"Professional law limited liability company may qualify as executor, administrator or in other fiduciary capacity","url":"\/13.1-1108\/","token":"13.1\/13\/13.1-1108","metadata":false},{"id":54790,"structure_id":13722,"section_number":"13.1-1109","catch_line":"Professional relationships not affected; liability for debts, etc., of limited liability company, its members, managers, employees, and agents","url":"\/13.1-1109\/","token":"13.1\/13\/13.1-1109","metadata":false},{"id":62964,"structure_id":13722,"section_number":"13.1-1110","catch_line":"Professional limited liability company not to engage in other business; investment of funds","url":"\/13.1-1110\/","token":"13.1\/13\/13.1-1110","metadata":false},{"id":70033,"structure_id":13722,"section_number":"13.1-1111","catch_line":"Qualifications of members and managers; special provisions for limited liability companies rendering service of architects, professional engineers, land surveyors and landscape architects, and using the title of certified interior designers","url":"\/13.1-1111\/","token":"13.1\/13\/13.1-1111","metadata":false},{"id":80980,"structure_id":13722,"section_number":"13.1-1112","catch_line":"Special provision for limited liability company engaged in practice of accounting","url":"\/13.1-1112\/","token":"13.1\/13\/13.1-1112","metadata":false},{"id":78944,"structure_id":13722,"section_number":"13.1-1113","catch_line":"Registration certificate required for limited liability company engaged in practice of law","url":"\/13.1-1113\/","token":"13.1\/13\/13.1-1113","metadata":false},{"id":56941,"structure_id":13722,"section_number":"13.1-1114","catch_line":"Repealed","url":"\/13.1-1114\/","token":"13.1\/13\/13.1-1114","metadata":false},{"id":76113,"structure_id":13722,"section_number":"13.1-1115","catch_line":"Transfer of membership interests","url":"\/13.1-1115\/","token":"13.1\/13\/13.1-1115","metadata":false},{"id":73170,"structure_id":13722,"section_number":"13.1-1116","catch_line":"Disqualification of member, manager, agent or employee","url":"\/13.1-1116\/","token":"13.1\/13\/13.1-1116","metadata":false},{"id":59572,"structure_id":13722,"section_number":"13.1-1117","catch_line":"Conversion into nonprofessional company; disposition of membership interests of deceased or disqualified members","url":"\/13.1-1117\/","token":"13.1\/13\/13.1-1117","metadata":false},{"id":82390,"structure_id":13722,"section_number":"13.1-1118","catch_line":"Management","url":"\/13.1-1118\/","token":"13.1\/13\/13.1-1118","metadata":false},{"id":74108,"structure_id":13722,"section_number":"13.1-1119","catch_line":"Repealed","url":"\/13.1-1119\/","token":"13.1\/13\/13.1-1119","metadata":false},{"id":72527,"structure_id":13722,"section_number":"13.1-1120","catch_line":"Income and property taxes","url":"\/13.1-1120\/","token":"13.1\/13\/13.1-1120","metadata":false},{"id":77894,"structure_id":13722,"section_number":"13.1-1121","catch_line":"Merger","url":"\/13.1-1121\/","token":"13.1\/13\/13.1-1121","metadata":false},{"id":67429,"structure_id":13722,"section_number":"13.1-1122","catch_line":"Application of Chapter 12 of this title","url":"\/13.1-1122\/","token":"13.1\/13\/13.1-1122","metadata":false},{"id":83643,"structure_id":13722,"section_number":"13.1-1123","catch_line":"Coordination with other provisions of Virginia Code","url":"\/13.1-1123\/","token":"13.1\/13\/13.1-1123","metadata":false}],"previous_section":{"id":56941,"structure_id":13722,"section_number":"13.1-1114","catch_line":"Repealed","url":"\/13.1-1114\/","token":"13.1\/13\/13.1-1114","metadata":false},"next_section":{"id":73170,"structure_id":13722,"section_number":"13.1-1116","catch_line":"Disqualification of member, manager, agent or employee","url":"\/13.1-1116\/","token":"13.1\/13\/13.1-1116","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1115\/","history_text":"

This law was first created in 1992. The record of its establishment is cataloged in chapter 574 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1992 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 1999, chapter 100<\/a>.<\/p>","references":false,"refers_to":[{"id":65629,"section_number":"13.1-1103","catch_line":"Who may become a member","order_by":null,"url":"\/13.1-1103\/"}],"permalink":{"id":149075,"object_type":"law","relational_id":76113,"identifier":"13.1-1115","token":"13.1\/13\/13.1-1115","url":"\/13.1-1115\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1115\/","token":"13.1\/13\/13.1-1115","dublin_core":{"Title":"Transfer of membership interests","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1115","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> No member of a professional limited liability company organized under this chapter may sell, assign in whole or in part, or otherwise transfer that member’s membership interest in the professional limited liability company except to (i) the professional limited liability company, (ii) another individual or professional business entity that is eligible to be a member of that professional limited liability company, or (iii) a qualified charitable remainder trust<\/span> as described in subsection B. In the case of a professional limited liability company rendering the services of architects, professional engineers, land surveyors and certified landscape architects, or any combination thereof, no person or professional business entity which is not duly licensed or otherwise legally authorized to render one of those services will be eligible unless at least two-thirds of the remaining membership interests after the sale or transfer are held by persons or professional business entities duly licensed or otherwise legally authorized to perform one of those services. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> As used in this section, “qualified charitable remainder trust<\/span>” means a trust meeting the requirements of \u00a7 664 of the United States Internal Revenue Code of 1986, as amended, and which meets all of the following conditions: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Has one or more current income beneficiaries, all of which are eligible to be members in the professional limited liability company under § 13.1-1103<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Has a trustee or independent special trustee who:\n\t\t\t\ta. Is eligible to have a membership interest in the professional limited liability company under § 13.1-1103<\/a>; and\n\t\t\t\tb. Has exclusive authority over the membership interests while such interests are held in the trust. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Has one or more irrevocably designated charitable remaindermen, all of which must at all times be domiciled or maintain a local chapter in the Commonwealth of Virginia. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> When transferring any assets<\/span> during the term of the trust to charitable organizations, the distributions are made only to charitable organizations described in § 170(c) of the Internal Revenue Code that are domiciled or maintain a local chapter in this Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTRANSFER OF MEMBERSHIP INTERESTS (\u00a7 13.1-1115)\n\nA. No member of a professional limited liability company organized under this\nchapter may sell, assign in whole or in part, or otherwise transfer that\nmember’s membership interest in the professional limited liability company\nexcept to (i) the professional limited liability company, (ii) another\nindividual or professional business entity that is eligible to be a member of\nthat professional limited liability company, or (iii) a qualified charitable\nremainder trust as described in subsection B. In the case of a professional\nlimited liability company rendering the services of architects, professional\nengineers, land surveyors and certified landscape architects, or any combination\nthereof, no person or professional business entity which is not duly licensed or\notherwise legally authorized to render one of those services will be eligible\nunless at least two-thirds of the remaining membership interests after the sale\nor transfer are held by persons or professional business entities duly licensed\nor otherwise legally authorized to perform one of those services.\n\nB. As used in this section, “qualified charitable remainder trust”\nmeans a trust meeting the requirements of \u00a7 664 of the United States Internal\nRevenue Code of 1986, as amended, and which meets all of the following\nconditions:\n\n 1. Has one or more current income beneficiaries, all of which are eligible to\n be members in the professional limited liability company under §\n 13.1-1103.\n\n 2. Has a trustee or independent special trustee who:\n \t\t\t\ta. Is eligible to have a membership interest in the professional limited\n liability company under § 13.1-1103; and\n \t\t\t\tb. Has exclusive authority over the membership interests while such\n interests are held in the trust.\n\n 3. Has one or more irrevocably designated charitable remaindermen, all of\n which must at all times be domiciled or maintain a local chapter in the\n Commonwealth of Virginia.\n\n 4. When transferring any assets during the term of the trust to charitable\n organizations, the distributions are made only to charitable organizations\n described in § 170(c) of the Internal Revenue Code that are domiciled or\n maintain a local chapter in this Commonwealth.\n\nHISTORY: 1992, c. 574; 1999, c. 100.","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}}