Virginia Code 13.1-1099.21: Governing law; foreign series limited liability companies and foreign protected series
The law of the jurisdiction of formation of a foreign series limited liability company governs:
Terms Used In Virginia Code 13.1-1099.21
- 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
- Foreign protected series: means a protected series established by a foreign series limited liability company and having attributes comparable to a protected series established under Article 16 (§ 13. See Virginia Code 13.1-1002
- Foreign series limited liability company: means a foreign limited liability company having at least one foreign protected series. 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 foreign protected series of the foreign series limited liability company, including:
a. Relations among any associated members of the foreign protected series;
b. Relations between the foreign protected series and:
(1) Any associated member;
(2) The protected series manager; or
(3) Any protected series assignee;
c. Relations between any associated member and:
(1) The protected series manager; and
(2) Any protected series assignee;
d. The rights and duties of a protected series manager;
e. Governance decisions affecting the activities and affairs of the foreign 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. Relations between the foreign protected series and:
a. The foreign series limited liability company;
b. Another foreign protected series of the foreign series limited liability company;
c. A member of the foreign series limited liability company that is not an associated member of the foreign protected series;
d. A foreign protected series manager that is not a protected series manager of the protected series;
e. A foreign protected series assignee that is not a foreign protected series assignee of the protected series; and
f. An assignee of a membership interest of the foreign series limited liability company;
3. Except as otherwise provided in §§ 13.1-1099.8 and 13.1-1099.10, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign 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 foreign protected series;
b. A member of the foreign series limited liability company that is not an associated member of the foreign protected series;
c. A protected series manager of another foreign protected series of the foreign series limited liability company;
d. A protected series assignee of another foreign protected series of the foreign series limited liability company;
e. A manager of the foreign series limited liability company; or
f. An assignee of a membership interest of the foreign series limited liability company; and
4. Except as otherwise provided in §§ 13.1-1099.8 and 13.1-1099.10:
a. The liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the foreign series limited liability company or the foreign series limited liability company:
(1) Being or acting as a foreign protected series manager of the foreign protected series;
(2) Having the foreign protected series manage the foreign series limited liability company; or
(3) Owning a protected series membership interest of the foreign protected series; and
b. The liability of a foreign protected series for a debt, obligation, or other liability of the foreign series limited liability company or another foreign protected series of the foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series:
(1) Being a foreign protected series of the foreign series limited liability company or having the foreign series limited liability company or another foreign protected series of the foreign series limited liability company be or act as a foreign protected series manager of the foreign protected series; or
(2) Managing the foreign series limited liability company or being or acting as a foreign protected series manager of another foreign protected series of the foreign series limited liability company.
2019, c. 636.