Virginia Code 13.1-1099.7: Limitations on liability
A. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:
Terms Used In Virginia Code 13.1-1099.7
- 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
- Contribution: means any cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a member contributes to a limited liability company in his capacity as a member. 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
1. A protected series of a series limited liability company solely by reason of being or acting as:
a. An associated member, protected series manager, or protected series assignee of the protected series; or
b. A member, manager, or an assignee of the series limited liability company; or
2. A series limited liability company solely by reason of being or acting as an associated member, protected series manager, or protected series assignee of a protected series of the series limited liability company.
B. Subject to § 13.1-1099.10, the following rules apply:
1. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the series limited liability company.
2. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.
3. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the series limited liability company solely by reason of the protected series being a protected series of the series limited liability company or the series limited liability company:
a. Being or acting as a protected series manager of the protected series;
b. Having the protected series manage the series limited liability company; or
c. Owning a protected series membership interest of the protected series.
4. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the series limited liability company or another protected series of the series limited liability company solely by reason of:
a. Being a protected series of the series limited liability company;
b. Being or acting as a manager of the series limited liability company or a protected series manager of another protected series of the series limited liability company; or
c. Having the series limited liability company or another protected series of the series limited liability company be or act as a protected series manager of the protected series.
2019, c. 636.