{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1117.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1117.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1117.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1117.html"}],"law_id":59572,"edition_id":1,"section_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","history":"1992, c. 574; 1995, c. 168; 1996, c. 265; 1999, c. 100; 2009, c. 763.","full_text":"A\n\nA professional limited liability company organized under this chapter shall continue until dissolved in accordance with other provisions of this chapter or the provisions of Article 9 (§ 13.1-1046 et seq.) of Chapter 12 of this title.B\n\nWhenever all members of a professional limited liability company licensed under this chapter cease at any one time and for any reason to be licensed, certified or registered in the particular field of endeavor for which the professional limited liability company was organized, or by the vote of the holders of at least two-thirds of its membership interests, the professional limited liability company thereupon shall be treated as converted into, and shall operate henceforth solely as, a limited liability company under applicable provisions of this title, exclusive of this chapter, but may be reconverted upon removal of the disability or by the vote of the holders of at least two-thirds of its membership interests.C\n\nFollowing the occurrence of any event that terminates the continued membership of a member in a professional limited liability company, including a disqualification that terminates a member’s membership as provided in § 13.1-1116, the limited liability company shall pay to the former member or the former member’s successor in interest the value of the interest of the former member. The time of payment and value of the interest of the former member shall be determined in the manner provided in writing in the articles of organization or an operating agreement of the limited liability company, and to the extent not so provided in the articles of organization or an operating agreement, the payment shall be made within one year following the occurrence of the event that terminates the former member’s membership and for the book value of the interest, determined as of the end of the month immediately preceding the event that terminated the membership of the former member. If applicable, the book value shall be determined from the books and records of the limited liability company in accordance with the generally accepted accounting principles on the accrual method of accounting. No subsequent adjustment of this book value, whether by the limited liability company itself, by federal income tax audit made and agreed to, or by a court decision which has become final, shall alter the amount of the payment to be made.D\n\nAn arrangement or provision in the articles of organization, operating agreement or by contract may be made to transfer any membership interest held by a disqualified charitable remainder trust to the professional limited liability company or to persons qualified to hold such an interest under § 13.1-1103, whether made before or after the disqualification of a charitable remainder trust, provided that the membership interest involved shall have been so transferred within one year following such disqualification.","order_by":null,"text":{"0":{"id":218235,"text":"A professional limited liability company organized under this chapter shall continue until dissolved in accordance with other provisions of this chapter or the provisions of Article 9 (§ 13.1-1046 et seq.) of Chapter 12 of this title.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":218236,"text":"Whenever all members of a professional limited liability company licensed under this chapter cease at any one time and for any reason to be licensed, certified or registered in the particular field of endeavor for which the professional limited liability company was organized, or by the vote of the holders of at least two-thirds of its membership interests, the professional limited liability company thereupon shall be treated as converted into, and shall operate henceforth solely as, a limited liability company under applicable provisions of this title, exclusive of this chapter, but may be reconverted upon removal of the disability or by the vote of the holders of at least two-thirds of its membership interests.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":218237,"text":"Following the occurrence of any event that terminates the continued membership of a member in a professional limited liability company, including a disqualification that terminates a member’s membership as provided in § 13.1-1116, the limited liability company shall pay to the former member or the former member’s successor in interest the value of the interest of the former member. The time of payment and value of the interest of the former member shall be determined in the manner provided in writing in the articles of organization or an operating agreement of the limited liability company, and to the extent not so provided in the articles of organization or an operating agreement, the payment shall be made within one year following the occurrence of the event that terminates the former member’s membership and for the book value of the interest, determined as of the end of the month immediately preceding the event that terminated the membership of the former member. If applicable, the book value shall be determined from the books and records of the limited liability company in accordance with the generally accepted accounting principles on the accrual method of accounting. No subsequent adjustment of this book value, whether by the limited liability company itself, by federal income tax audit made and agreed to, or by a court decision which has become final, shall alter the amount of the payment to be made.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":218238,"text":"An arrangement or provision in the articles of organization, operating agreement or by contract may be made to transfer any membership interest held by a disqualified charitable remainder trust to the professional limited liability company or to persons qualified to hold such an interest under § 13.1-1103, whether made before or after the disqualification of a charitable remainder trust, provided that the membership interest involved shall have been so transferred within one year following such disqualification.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1117\/","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 4 times. 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. Those modifications are as follows: in 1995, chapter 168<\/a>; in 1996, chapter 265<\/a>; in 1999, chapter 100<\/a>; in 2009, chapter 763<\/a>.<\/p>","references":false,"refers_to":[{"id":78398,"section_number":"13.1-1046","catch_line":"Dissolution; generally","order_by":null,"url":"\/13.1-1046\/"},{"id":65629,"section_number":"13.1-1103","catch_line":"Who may become a member","order_by":null,"url":"\/13.1-1103\/"},{"id":73170,"section_number":"13.1-1116","catch_line":"Disqualification of member, manager, agent or employee","order_by":null,"url":"\/13.1-1116\/"}],"permalink":{"id":149083,"object_type":"law","relational_id":59572,"identifier":"13.1-1117","token":"13.1\/13\/13.1-1117","url":"\/13.1-1117\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1117\/","token":"13.1\/13\/13.1-1117","dublin_core":{"Title":"Conversion into nonprofessional company; disposition of membership interests of deceased or disqualified members","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1117","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A professional limited liability company organized under this chapter shall continue until dissolved in accordance with other provisions of this chapter or the provisions of Article 9 (§ 13.1-1046<\/a> et seq.) of Chapter 12 of this title. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Whenever all members of a professional limited liability company licensed under this chapter cease at any one time and for any reason to be licensed, certified or registered in the particular field of endeavor for which the professional limited liability company was organized, or by the vote of the holders of at least two-thirds of its membership interests, the professional limited liability company thereupon shall be treated as converted into, and shall operate henceforth solely as, a limited liability company under applicable provisions of this title, exclusive of this chapter, but may be reconverted upon removal of the disability or by the vote of the holders of at least two-thirds of its membership interests. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Following the occurrence of any event that terminates the continued membership of a member in a professional limited liability company, including a disqualification that terminates a member’s membership as provided in § 13.1-1116<\/a>, the limited liability company shall pay to the former member or the former member’s successor in interest the value of the interest of the former member. The time of payment and value of the interest of the former member shall be determined in the manner provided in writing in the articles of organization or an operating agreement of the limited liability company, and to the extent not so provided in the articles of organization or an operating agreement, the payment shall be made within one year following the occurrence of the event that terminates the former member’s membership and for the book value of the interest, determined as of the end of the month immediately preceding the event that terminated the membership of the former member. If applicable, the book value shall be determined from the books and records of the limited liability company in accordance with the generally accepted accounting principles on the accrual method of accounting. No subsequent adjustment of this book value, whether by the limited liability company itself, by federal income tax audit made and agreed to, or by a court<\/span> decision which has become final, shall alter the amount of the payment to be made. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> An arrangement or provision in the articles of organization, operating agreement or by contract<\/span> may be made to transfer any membership interest held by a disqualified charitable remainder trust to the professional limited liability company or to persons qualified to hold such an interest under § 13.1-1103<\/a>, whether made before or after the disqualification of a charitable remainder trust, provided that the membership interest involved shall have been so transferred within one year following such disqualification. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONVERSION INTO NONPROFESSIONAL COMPANY; DISPOSITION OF MEMBERSHIP INTERESTS OF\nDECEASED OR DISQUALIFIED MEMBERS (\u00a7 13.1-1117)\n\nA. A professional limited liability company organized under this chapter shall\ncontinue until dissolved in accordance with other provisions of this chapter or\nthe provisions of Article 9 (§ 13.1-1046 et seq.) of Chapter 12 of this\ntitle.\n\nB. Whenever all members of a professional limited liability company licensed\nunder this chapter cease at any one time and for any reason to be licensed,\ncertified or registered in the particular field of endeavor for which the\nprofessional limited liability company was organized, or by the vote of the\nholders of at least two-thirds of its membership interests, the professional\nlimited liability company thereupon shall be treated as converted into, and\nshall operate henceforth solely as, a limited liability company under applicable\nprovisions of this title, exclusive of this chapter, but may be reconverted upon\nremoval of the disability or by the vote of the holders of at least two-thirds\nof its membership interests.\n\nC. Following the occurrence of any event that terminates the continued\nmembership of a member in a professional limited liability company, including a\ndisqualification that terminates a member’s membership as provided in\n§ 13.1-1116, the limited liability company shall pay to the former member\nor the former member’s successor in interest the value of the interest of\nthe former member. The time of payment and value of the interest of the former\nmember shall be determined in the manner provided in writing in the articles of\norganization or an operating agreement of the limited liability company, and to\nthe extent not so provided in the articles of organization or an operating\nagreement, the payment shall be made within one year following the occurrence of\nthe event that terminates the former member’s membership and for the book\nvalue of the interest, determined as of the end of the month immediately\npreceding the event that terminated the membership of the former member. If\napplicable, the book value shall be determined from the books and records of the\nlimited liability company in accordance with the generally accepted accounting\nprinciples on the accrual method of accounting. No subsequent adjustment of this\nbook value, whether by the limited liability company itself, by federal income\ntax audit made and agreed to, or by a court decision which has become final,\nshall alter the amount of the payment to be made.\n\nD. An arrangement or provision in the articles of organization, operating\nagreement or by contract may be made to transfer any membership interest held by\na disqualified charitable remainder trust to the professional limited liability\ncompany or to persons qualified to hold such an interest under § 13.1-1103,\nwhether made before or after the disqualification of a charitable remainder\ntrust, provided that the membership interest involved shall have been so\ntransferred within one year following such disqualification.\n\nHISTORY: 1992, c. 574; 1995, c. 168; 1996, c. 265; 1999, c. 100; 2009, c. 763.","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}}