                                 CODE OF VIRGINIA

GOVERNING LAW; FOREIGN SERIES LIMITED LIABILITY COMPANIES AND FOREIGN PROTECTED
SERIES (§ 13.1-1099.21)

The law of the jurisdiction of formation of a foreign series limited liability
company governs:

1. The internal affairs of a foreign protected series of the foreign series
limited liability company, including:
			a. Relations among any associated members of the foreign protected series;
			b. Relations between the foreign protected series and:

   1. Any associated member;

   2. The protected series manager; or

   3. Any protected series assignee;
   				c. Relations between any associated member and:

   1. The protected series manager; and

   2. Any protected series assignee;
   				d. The rights and duties of a protected series manager;
   				e. Governance decisions affecting the activities and affairs of the
   foreign protected series and the conduct of those activities and affairs; and
   				f. Procedures and conditions for becoming an associated member or
   protected series assignee;

2. Relations between the foreign protected series and:
			a. The foreign series limited liability company;
			b. Another foreign protected series of the foreign series limited liability
company;
			c. A member of the foreign series limited liability company that is not an
associated member of the foreign protected series;
			d. A foreign protected series manager that is not a protected series manager
of the protected series;
			e. A foreign protected series assignee that is not a foreign protected series
assignee of the protected series; and
			f. An assignee of a membership interest of the foreign series limited
liability company;

3. Except as otherwise provided in &#xA7;&#xA7; 13.1-1099.8 and 13.1-1099.10,
the liability of a person for a debt, obligation, or other liability of a
foreign protected series of a foreign series limited liability company if the
debt, obligation, or liability is asserted solely by reason of the person being
or acting as:
			a. An associated member, protected series assignee, or protected series
manager of the foreign protected series;
			b. A member of the foreign series limited liability company that is not an
associated member of the foreign protected series;
			c. A protected series manager of another foreign protected series of the
foreign series limited liability company;
			d. A protected series assignee of another foreign protected series of the
foreign series limited liability company;
			e. A manager of the foreign series limited liability company; or
			f. An assignee of a membership interest of the foreign series limited
liability company; and

4. Except as otherwise provided in §§ 13.1-1099.8 and 13.1-1099.10:
			a. The liability of the foreign series limited liability company for a debt,
obligation, or other liability of a foreign protected series of the foreign
series limited liability company if the debt, obligation, or liability is
asserted solely by reason of the foreign protected series being a foreign
protected series of the foreign series limited liability company or the foreign
series limited liability company:

   1. Being or acting as a foreign protected series manager of the foreign
   protected series;

   2. Having the foreign protected series manage the foreign series limited
   liability company; or

   3. Owning a protected series membership interest of the foreign protected
   series; and
   				b. The liability of a foreign protected series for a debt, obligation, or
   other liability of the foreign series limited liability company or another
   foreign protected series of the foreign series limited liability company if
   the debt, obligation, or liability is asserted solely by reason of the foreign
   protected series:

   1. Being a foreign protected series of the foreign series limited liability
   company or having the foreign series limited liability company or another
   foreign protected series of the foreign series limited liability company be or
   act as a foreign protected series manager of the foreign protected series; or

   2. Managing the foreign series limited liability company or being or acting as
   a foreign protected series manager of another foreign protected series of the
   foreign series limited liability company.

HISTORY: 2019, c. 636.