                                 CODE OF VIRGINIA

TRANSFER OF MEMBERSHIP INTERESTS (§ 13.1-1115)

A. No member of a professional limited liability company organized under this
chapter may sell, assign in whole or in part, or otherwise transfer that
member&#8217;s membership interest in the professional limited liability company
except to (i) the professional limited liability company, (ii) another
individual or professional business entity that is eligible to be a member of
that professional limited liability company, or (iii) a qualified charitable
remainder trust as described in subsection B. In the case of a professional
limited liability company rendering the services of architects, professional
engineers, land surveyors and certified landscape architects, or any combination
thereof, no person or professional business entity which is not duly licensed or
otherwise legally authorized to render one of those services will be eligible
unless at least two-thirds of the remaining membership interests after the sale
or transfer are held by persons or professional business entities duly licensed
or otherwise legally authorized to perform one of those services.

B. As used in this section, &#8220;qualified charitable remainder trust&#8221;
means a trust meeting the requirements of § 664 of the United States Internal
Revenue Code of 1986, as amended, and which meets all of the following
conditions:

   1. Has one or more current income beneficiaries, all of which are eligible to
   be members in the professional limited liability company under &#xA7;
   13.1-1103.

   2. Has a trustee or independent special trustee who:
   				a. Is eligible to have a membership interest in the professional limited
   liability company under &#xA7; 13.1-1103; and
   				b. Has exclusive authority over the membership interests while such
   interests are held in the trust.

   3. Has one or more irrevocably designated charitable remaindermen, all of
   which must at all times be domiciled or maintain a local chapter in the
   Commonwealth of Virginia.

   4. When transferring any assets during the term of the trust to charitable
   organizations, the distributions are made only to charitable organizations
   described in &#xA7; 170(c) of the Internal Revenue Code that are domiciled or
   maintain a local chapter in this Commonwealth.

HISTORY: 1992, c. 574; 1999, c. 100.