Virginia Code 13.1-1092: Relation of operating agreement, this article, and the other articles of this chapter
A. Except as otherwise provided in this section and subject to §§ 13.1-1093 and 13.1-1094, the operating agreement of a series limited liability company governs:
Terms Used In Virginia Code 13.1-1092
- 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
- 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
- Operating agreement: means an agreement of the members as to the affairs of a limited liability company and the conduct of its business, or a writing or agreement of a limited liability company with one member that satisfies the requirements of subdivision A 2 of § 13. See Virginia Code 13.1-1002
- 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
1. The internal affairs of a protected series, including:
a. Relations among any associated members of the protected series;
b. Relations among the protected series and (i) any associated member of the protected series, (ii) any protected series manager, and (iii) any protected series assignee;
c. Relations between any associated member and (i) any 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 among the protected series of a series limited liability company, the series limited liability company, and any other protected series of the series limited liability company; and
3. Relations between:
a. The protected series, its protected series manager, any associated member of the protected series, or any protected series assignee of the protected series; and
b. A person in the person’s capacity as:
(1) A member of the series limited liability company who is not an associated member of the protected series;
(2) A protected series assignee or protected series manager of another protected series; or
(3) An assignee of the series limited liability company.
B. If the provisions of this chapter other than in this article restrict the power of an operating agreement to affect a matter, the restriction applies to a matter under this article according to the rules stated in § 13.1-1094.
C. If the law of the Commonwealth other than this article contains a prohibition, limitation, requirement, condition, or other constraint pertaining to a limited liability company, a member, a manager, or other agent of the limited liability company, or an assignee of the limited liability company, except as otherwise provided in the law of the Commonwealth other than this article, the restriction applies according to the rules stated in § 13.1-1094.
D. Except as otherwise provided in § 13.1-1093, if the operating agreement of a series limited liability company does not provide for a matter described in subsection A in a manner permitted by this article, the matter is determined in accordance with the following rules:
1. To the extent that this article addresses the matter, this article governs; and
2. To the extent that this article does not address the matter, the provisions of this chapter other than in this article govern the matter according to the rules stated in § 13.1-1094.
2019, c. 636.