                                 CODE OF VIRGINIA

CLAIM SEEKING TO DISREGARD LIMITATION OF LIABILITY (§ 13.1-1099.8)

A. Except as otherwise provided in subsection B, a claim seeking to disregard a
limitation in &#xA7; 13.1-1099.7 is governed by the principles of law and
equity, including a principle providing a right to a creditor or holding a
person liable for a debt, obligation, or other liability of another person, that
would apply if each protected series of a series limited liability company were
a limited liability company formed separately from the series limited liability
company and distinct from the series limited liability company and any other
protected series of the series limited liability company.

B. The failure of a series limited liability company or a protected series to
observe formalities relating to the exercise of its powers or management of its
activities and affairs is not a ground to disregard a limitation in subsection A
of &#xA7; 13.1-1099.7 but may be a ground to disregard a limitation in
subsection B of &#xA7; 13.1-1099.7.

C. This section applies to a claim seeking to disregard a limitation of
liability applicable to a foreign series limited liability company or foreign
protected series and comparable to a limitation stated in § 13.1-1099.7, if:

   1. The claimant is a resident of the Commonwealth or transacting business or
   registered to transact business in the Commonwealth; or

   2. The claim is to establish or enforce a liability arising under a law of the
   Commonwealth other than this chapter or from an act or omission in the
   Commonwealth.

HISTORY: 2019, c. 636.