                                 CODE OF VIRGINIA

ADMISSION OF MEMBERS (§ 13.1-1038.1)

A. Subject to subsection B, a person may become a member in a limited liability
company:

   1. In the case of a person acquiring a membership interest directly from the
   limited liability company, upon compliance with an operating agreement or, if
   the operating agreement does not so provide, upon the consent of a majority of
   the managers of a manager-managed limited liability company or a majority vote
   of the members of a member-managed limited liability company;

   2. In the case of an assignee of a membership interest, as provided in
   subsection A of &#xA7; 13.1-1040;

   3. In the case of a limited liability company that has no members as of the
   commencement of its existence under &#xA7; 13.1-1004, as provided in any
   writing signed by both the initial member or members and the managers, if any
   are designated in the articles of organization, or, if no managers are so
   designated, the organizers;

   4. In the case of a limited liability company the last remaining member of
   which has dissociated, (i) as provided in a writing executed by the successor
   in interest of that member, who may provide for the admission of the successor
   in interest or its nominee or designee to the limited liability company as a
   member, effective as of the occurrence of the event that caused the
   dissociation of the last remaining member, provided that the articles of
   organization or an operating agreement may provide that the successor in
   interest of the last remaining member shall be obligated to agree in writing
   to the admission of the successor in interest of that member or its nominee or
   designee to the limited liability company as a member, effective as of the
   occurrence of the event that caused the dissociation of the last remaining
   member, or (ii) in the manner provided for in the articles of organization or
   an operating agreement, effective as of the occurrence of the event that
   caused the dissociation of the last remaining member, pursuant to a provision
   of the articles of organization or an operating agreement that specifically
   provides for the admission of a member to the limited liability company after
   there is no longer a remaining member of the limited liability company;

   5. In the case of a person being admitted as a member of a limited liability
   company pursuant to a merger approved in accordance with &#xA7; 13.1-1071, as
   provided in the articles of merger or an operating agreement of the surviving
   limited liability company; and

   6. In the case of a person being admitted as a member of a limited liability
   company pursuant to a conversion or domestication of a partnership, non-United
   States entity, foreign limited liability company, or corporation into a
   domestic limited liability company in accordance with Article 12.2 (&#xA7;
   13.1-722.8 et seq.) of Chapter 9 of this title, or, effective on and after
   November 1, 2006, Article 14 (&#xA7; 13.1-1074 et seq.) of Chapter 12 of this
   title, as provided in the articles of organization or an operating agreement
   of the converted or domesticated limited liability company at the time of
   conversion or domestication.

B. The effective time of admission of a member to a limited liability company
shall be the later of:

   1. The date the limited liability company is formed; or

   2. The time provided in an operating agreement, articles of merger or articles
   of organization, as applicable, or, if no such time is provided therein, then
   when the person&#8217;s admission is reflected in the records of the limited
   liability company.

C. A person may be admitted to a limited liability company as a member of the
limited liability company and may receive a membership interest in the limited
liability company without making a contribution or being obligated to make a
contribution to the limited liability company. Unless otherwise provided in the
articles of organization or an operating agreement:

   1. A person may be admitted to a limited liability company as a member of the
   limited liability company without acquiring a membership interest in the
   limited liability company; and

   2. A person may be admitted as the sole member of a limited liability company
   without making a contribution or being obligated to make a contribution to the
   limited liability company or without acquiring a membership interest in the
   limited liability company.

HISTORY: 1993, c. 113; 1997, c. 190; 2000, c. 581; 2001, c. 548; 2005, c. 255;
2006, cc. 748, 912; 2016, c. 288.