Virginia Code 13.1-1091: Governing law
The law of the Commonwealth governs:
Terms Used In Virginia Code 13.1-1091
- Assignee: means a person to which all or part of a membership interest has been transferred, whether or not the transferor is a member. See Virginia Code 13.1-1002
- Associated member: means , with respect to a protected series, a member that meets the requirements stated in § 13. See Virginia Code 13.1-1088
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-1002
- interest: means a member's share of the profits and the losses of the limited liability company and the right to receive distributions of the limited liability company's assets. See Virginia Code 13.1-1002
- Member: means a person that has been admitted to membership in a limited liability company as provided in § 13. See Virginia Code 13.1-1002
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: includes a protected series. See Virginia Code 13.1-1002
- Protected series assignee: includes a person that owns a protected series membership interest as a result of ceasing to be an associated member of a protected series. See Virginia Code 13.1-1088
- Protected series manager: means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed pursuant to the operating agreement, this article, and other provisions of this chapter. See Virginia Code 13.1-1088
- Protected series membership interest: means the share of the profits and losses of a protected series and the right to receive distributions. See Virginia Code 13.1-1088
1. The internal affairs of a protected series of a series limited liability company, including:
a. Relations among any associated members of the protected series;
b. Relations among the protected series and (i) any associated member, (ii) the protected series manager, or (iii) any protected series assignee;
c. Relations between any associated member and (i) the protected series manager or (ii) any protected series assignee;
d. The rights and duties of a protected series manager;
e. Governance decisions affecting the activities and affairs of the 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. The relations between a protected series of a series limited liability company and each of the following:
a. The series limited liability company;
b. Another protected series of the series limited liability company;
c. A member of the series limited liability company that is not an associated member of the protected series;
d. A protected series manager that is not a protected series manager of the protected series; and
e. A protected series assignee that is not a protected series assignee of the protected series;
3. The liability of a person for a debt, obligation, or other liability of a protected series of a 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 protected series;
b. A member of the series limited liability company that is not an associated member of the protected series;
c. A protected series manager that is not a protected series manager of the protected series;
d. A protected series assignee that is not a protected series assignee of the protected series;
e. A manager of the series limited liability company; or
f. An assignee of a membership interest of the series limited liability company;
4. The liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the series limited liability company if the debt, obligation, or liability is asserted solely by reason of the series limited liability company:
a. Having a statement of protected series designation or a statement of designation change filed with the Commission;
b. Being or acting as a protected series manager of the protected series;
c. Having the protected series be or act as a manager of the series limited liability company; or
d. Owning a protected series assignable interest of the protected series; and
5. The liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the series limited liability company or of another protected series of the series limited liability company if the debt, obligation, or liability is asserted solely by reason of:
a. The protected series:
(1) Being a protected series of the series limited liability company or having as a protected series manager the series limited liability company or another protected series of the series limited liability company; or
(2) Being or acting as a protected series manager of another protected series of the series limited liability company or a manager of the series limited liability company; or
b. The company owning a protected series membership interest of the protected series.
2019, c. 636.