                                 CODE OF VIRGINIA

LIMITATIONS ON LIABILITY (§ 13.1-1099.7)

A. A person is not liable, directly or indirectly, by way of contribution or
otherwise, for a debt, obligation, or other liability of:

   1. A protected series of a series limited liability company solely by reason
   of being or acting as:
   				a. An associated member, protected series manager, or protected series
   assignee of the protected series; or
   				b. A member, manager, or an assignee of the series limited liability
   company; or

   2. A series limited liability company solely by reason of being or acting as
   an associated member, protected series manager, or protected series assignee
   of a protected series of the series limited liability company.

B. Subject to § 13.1-1099.10, the following rules apply:

   1. A debt, obligation, or other liability of a series limited liability
   company is solely the debt, obligation, or liability of the series limited
   liability company.

   2. A debt, obligation, or other liability of a protected series is solely the
   debt, obligation, or liability of the protected series.

   3. A series limited liability company is not liable, directly or indirectly,
   by way of contribution or otherwise, for a debt, obligation, or other
   liability of a protected series of the series limited liability company solely
   by reason of the protected series being a protected series of the series
   limited liability company or the series limited liability company:
   				a. Being or acting as a protected series manager of the protected series;
   				b. Having the protected series manage the series limited liability
   company; or
   				c. Owning a protected series membership interest of the protected series.

   4. A protected series of a series limited liability company is not liable,
   directly or indirectly, by way of contribution or otherwise, for a debt,
   obligation, or other liability of the series limited liability company or
   another protected series of the series limited liability company solely by
   reason of:
   				a. Being a protected series of the series limited liability company;
   				b. Being or acting as a manager of the series limited liability company or
   a protected series manager of another protected series of the series limited
   liability company; or
   				c. Having the series limited liability company or another protected series
   of the series limited liability company be or act as a protected series
   manager of the protected series.

HISTORY: 2019, c. 636.