                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-1002)

As used in this chapter, unless the context requires a different meaning:
		&#8220;Articles of organization&#8221; means all documents constituting, at
any particular time, the articles of organization of a limited liability
company. The articles of organization include the original articles of
organization, the original certificate of organization issued by the Commission,
and all amendments to the articles of organization. When the articles of
organization have been restated pursuant to any articles of restatement,
amendment, domestication, or merger, the articles of organization include only
the restated articles of organization without the articles of restatement,
amendment, domestication, or merger.
		&#8220;Assignee&#8221; means a person to which all or part of a membership
interest has been transferred, whether or not the transferor is a member.
		&#8220;Bankruptcy&#8221; means, with respect to any person, being the subject
of an order for relief under Title 11 of the United States Code.
		&#8220;Commission&#8221; means the State Corporation Commission of Virginia.
		&#8220;Contribution&#8221; means any cash, property or services rendered, or a
promissory note or other binding obligation to contribute cash or property or to
perform services, which a member contributes to a limited liability company in
his capacity as a member.
		&#8220;Distribution&#8221; means a direct or indirect transfer of money or
other property, or incurrence of indebtedness by a limited liability company, to
or for the benefit of its members in respect of their interests.
		&#8220;Domestic,&#8221; with respect to an entity, means an entity governed as
to its internal affairs by the organic law of the Commonwealth.
		&#8220;Domestic business trust&#8221; has the same meaning as specified in §
13.1-1201.
		&#8220;Domestic corporation&#8221; has the same meaning as specified in §
13.1-603.
		&#8220;Domestic limited partnership&#8221; has the same meaning as specified
in § 50-73.1.
		&#8220;Domestic nonstock corporation&#8221; has the same meaning as
&#8220;domestic corporation&#8221; as specified in § 13.1-803.
		&#8220;Domestic partnership&#8221; means an association of two or more persons
to carry on as co-owners a business for profit formed under § 50-73.88, or
predecessor law of the Commonwealth, and includes, for all purposes of the laws
of the Commonwealth, a registered limited liability partnership.
		&#8220;Domestic stock corporation&#8221; has the same meaning as
&#8220;domestic corporation&#8221; as specified in § 13.1-603.
		&#8220;Effective date,&#8221; when referring to a document for which
effectiveness is contingent upon issuance of a certificate by the Commission,
means the time and date determined in accordance with § 13.1-1004.
		&#8220;Electronic transmission&#8221; means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by the recipient through an automated
process. Any term used in this definition that is defined in § 59.1-480 of the
Uniform Electronic Transactions Act (§ 59.1-479 et seq.) shall have the meaning
set forth in that section.
		&#8220;Eligible interests&#8221; means, as to a partnership, partnership
interest as specified in § 50-73.79; as to a limited partnership, partnership
interest as specified in § 50-73.1; as to a business trust, the beneficial
interest of a beneficial owner as specified in § 13.1-1226; as to a stock
corporation, shares as specified in § 13.1-603; or, as to a nonstock
corporation, membership interest as specified in § 13.1-803.
		&#8220;Entity&#8221; includes any domestic or foreign limited liability
company, any domestic or foreign other business entity, any estate or trust, and
any state, the United States, and any foreign government.
		&#8220;Entity conversion&#8221; means conversion. A certificate of entity
conversion is the same as a certificate of conversion.
		&#8220;Foreign,&#8221; with respect to an entity, means an entity governed as
to its internal affairs by the organic law of a jurisdiction other than the
Commonwealth.
		&#8220;Foreign business trust&#8221; has the same meaning as specified in §
13.1-1201.
		&#8220;Foreign corporation&#8221; has the same meaning as specified in §
13.1-603.
		&#8220;Foreign limited liability company&#8221; means an entity, excluding a
foreign business trust, that is an unincorporated organization that is organized
under laws other than the laws of the Commonwealth and that is denominated by
that law as a limited liability company, and that affords to each of its
members, pursuant to the laws under which it is organized, limited liability
with respect to the liabilities of the entity.
		&#8220;Foreign limited partnership&#8221; has the same meaning as specified in
§ 50-73.1.
		&#8220;Foreign nonstock corporation&#8221; has the same meaning as
&#8220;foreign corporation&#8221; as specified in § 13.1-803.
		&#8220;Foreign partnership&#8221; means an association of two or more persons
to carry on as co-owners a business for profit formed under the laws of any
state or jurisdiction other than the Commonwealth, and includes, for all
purposes of the laws of the Commonwealth, a foreign registered limited liability
partnership.
		&#8220;Foreign protected series&#8221; means a protected series established by
a foreign series limited liability company and having attributes comparable to a
protected series established under Article 16 (§ 13.1-1088 et seq.). The term
applies whether or not the law under which the foreign series limited liability
company is organized refers to &#8220;protected series&#8221; or
&#8220;series.&#8221;
		&#8220;Foreign registered limited liability partnership&#8221; has the same
meanings as specified in §§ 50-2 and 50-73.79.
		&#8220;Foreign series limited liability company&#8221; means a foreign limited
liability company having at least one foreign protected series.
		&#8220;Foreign stock corporation&#8221; has the same meaning as &#8220;foreign
corporation&#8221; as specified in § 13.1-603.
		&#8220;Jurisdiction,&#8221; when used to refer to a political entity, means
the United States, a state, a foreign country, or a political subdivision of a
foreign country.
		&#8220;Jurisdiction of formation&#8221; means the state or country the law of
which includes the organic law governing a domestic or foreign limited liability
company or other business entity.
		&#8220;Limited liability company&#8221; or &#8220;domestic limited liability
company&#8221; means an entity that is an unincorporated organization organized
and existing under this chapter, or that has become a domestic limited liability
company of the Commonwealth pursuant to § 13.1-1010.3 as it existed prior to
its repeal, even though also being a non-United States entity organized under
laws other than the laws of the Commonwealth, or that has become a domestic
limited liability company of the Commonwealth pursuant to § 56-1, even though
also being a non-United States entity organized under laws other than the laws
of the Commonwealth, or that has become a domestic limited liability company of
the Commonwealth pursuant to § 13.1-1010.1 as it existed prior to its repeal,
or that has become a domestic limited liability company of the Commonwealth
pursuant to Article 12.2 (§ 13.1-722.8 et seq.) of Chapter 9, Article 17.1 (§
13.1-944.1 et seq.) of Chapter 10, Article 14 (§ 13.1-1074 et seq.) or Article
15 (§ 13.1-1081 et seq.) of this chapter, or Article 12 (§ 13.1-1264 et seq.)
of Chapter 14. A limited liability company&#8217;s status for federal tax
purposes shall not affect its status as a distinct entity organized and existing
under this chapter.
		&#8220;Manager&#8221; or &#8220;managers&#8221; means a person or persons
designated by the members of a limited liability company to manage the limited
liability company as provided in the articles of organization or an operating
agreement.
		&#8220;Manager-managed limited liability company&#8221; means a limited
liability company that is managed by a manager or managers as provided for in
its articles of organization or an operating agreement.
		&#8220;Member&#8221; means a person that has been admitted to membership in a
limited liability company as provided in § 13.1-1038.1 and that has not ceased
to be a member.
		&#8220;Member-managed limited liability company&#8221; means a limited
liability company that is not a manager-managed limited liability company.
		&#8220;Membership interest&#8221; or &#8220;interest&#8221; means a
member&#8217;s share of the profits and the losses of the limited liability
company and the right to receive distributions of the limited liability
company&#8217;s assets.
		&#8220;Non-United States entity&#8221; means a foreign limited liability
company (other than one formed under the laws of a state), or a corporation,
business trust or association, real estate investment trust, common-law trust,
or any other unincorporated business, including a partnership, formed,
incorporated, organized, created or that otherwise came into being under the
laws of any foreign country or other foreign jurisdiction (other than any
state).
		&#8220;Operating agreement&#8221; means an agreement of the members as to the
affairs of a limited liability company and the conduct of its business, or a
writing or agreement of a limited liability company with one member that
satisfies the requirements of subdivision A 2 of § 13.1-1023.
		&#8220;Organic law&#8221; means the statute governing the internal affairs of
a domestic or foreign limited liability company or other business entity.
		&#8220;Organization surrender&#8221; has the same meaning as specified in §
13.1-1074. A certificate of organization surrender is the same as a certificate
of domestication.
		&#8220;Other business entity&#8221; means a domestic or foreign partnership,
limited partnership, business trust, stock corporation, or nonstock corporation.
		&#8220;Person&#8221; has the same meaning as specified in § 13.1-603.
&#8220;Person&#8221; includes a protected series.
		&#8220;Principal office&#8221; means the office, in or out of the
Commonwealth, where the principal executive offices of a domestic or foreign
limited liability company are located or, if there are no such offices, the
office, in or out of the Commonwealth, so designated by the limited liability
company. The designation of the principal office in the most recent statement of
change filed pursuant to § 13.1-1018.1 shall be conclusive for the purpose of
this chapter.
		&#8220;Property&#8221; means all property, whether real, personal, or mixed or
tangible or intangible, or any right or interest therein.
		&#8220;Protected series,&#8221; except in the term &#8220;foreign protected
series,&#8221; means a person established under § 13.1-1095.
		&#8220;Record,&#8221; when used as a noun, means information that is inscribed
on a tangible medium or that is stored in an electronic or other medium and is
retrievable in perceivable form.
		&#8220;Registered limited liability partnership&#8221; has the same meaning as
specified in § 50-73.79.
		&#8220;Series limited liability company,&#8221; except in the term
&#8220;foreign series limited liability company,&#8221; means a limited
liability company having at least one protected series.
		&#8220;Sign&#8221; means, with present intent to authenticate or adopt a
record, to execute or adopt a tangible symbol or to attach to or logically
associate with the record an electronic symbol, sound, or process.
		&#8220;State,&#8221; when referring to a part of the United States, includes a
state, commonwealth and the District of Columbia, and their agencies and
governmental subdivisions; and a territory or insular possession, and their
agencies and governmental subdivisions, of the United States.
		&#8220;Transfer&#8221; includes an assignment, a conveyance, a sale, a lease,
an encumbrance including a mortgage or security interest, a gift, and a transfer
by operation of law.
		&#8220;United States&#8221; includes a district, authority, bureau,
commission, department, and any other agency of the United States.

HISTORY: 1991, c. 168; 1992, cc. 574, 575; 1993, c. 113; 1995, c. 168; 1996, c.
265; 1997, c. 190; 2001, c. 548; 2002, cc. 288, 621; 2003, c. 340; 2005, c. 255;
2006, c. 912; 2007, cc. 233, 639; 2009, cc. 450, 763; 2016, c. 288; 2019, c.
636; 2021, Sp. Sess. I, c. 487; 2022, c. 82.