                                 CODE OF VIRGINIA

ASSIGNMENT OF INTEREST (§ 13.1-1039)

A. Unless otherwise provided in the articles of organization or an operating
agreement, a membership interest in a limited liability company is assignable in
whole or in part. An assignment of an interest in a limited liability company
does not of itself dissolve the limited liability company. Except as provided in
subsection A of &#xA7; 13.1-1040, an assignment does not entitle the assignee to
participate in the management and affairs of the limited liability company or to
become or to exercise any rights of a member. Unless otherwise provided in the
articles of organization or an operating agreement, such an assignment entitles
the assignee to receive, to the extent assigned, only any share of profits and
losses and distributions to which the assignor would be entitled.

B. Unless otherwise provided in the articles of organization or an operating
agreement, a membership interest in a limited liability company may be evidenced
by a certificate of interest issued by the limited liability company. The
articles of organization or an operating agreement may provide for the
assignment or transfer of any interest represented by such a certificate and
make other provisions with respect to such certificates.

HISTORY: 1991, c. 168; 1992, c. 574; 1998, c. 432; 2006, c. 912; 2013, c. 772.