Virginia Code 13.1-1099.11: Events causing dissolution of protected series
A protected series of a series limited liability company is dissolved, and its activities and affairs shall be wound up, upon the:
Terms Used In Virginia Code 13.1-1099.11
- 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 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. Dissolution of the series limited liability company;
2. Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series;
3. Affirmative vote or consent of all the members;
4. Entry of a court order dissolving the protected series on application by an associated member or protected series manager of the protected series:
a. In accordance with § 13.1-1094; and
b. To the same extent, in the same manner, and on the same grounds the court would enter an order dissolving a limited liability company on application by a member of or a person managing the limited liability company;
5. Entry by the court of an order dissolving the protected series on application by the series limited liability company or a member of the series limited liability company on the ground that the conduct of all or substantially all the activities and affairs of the protected series is illegal;
6. Automatic cancellation of its existence pursuant to §§ 13.1-1050.2 and 13.1-1099.1; or
7. Automatic or involuntary cancellation of the existence of the series limited liability company that established the protected series pursuant to § 13.1-1050.2 or 13.1-1050.3.
2019, c. 636.