As used in this chapter, unless the context requires a different meaning:

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“Articles of organization” means all documents constituting, at any particular time, the articles of organization of a limited liability company. The articles of organization include the original articles of organization, the original certificate of organization issued by the Commission, and all amendments to the articles of organization. When the articles of organization have been restated pursuant to any articles of restatement, amendment, domestication, or merger, the articles of organization include only the restated articles of organization without the articles of restatement, amendment, domestication, or merger.

“Assignee” means a person to which all or part of a membership interest has been transferred, whether or not the transferor is a member.

“Bankruptcy” means, with respect to any person, being the subject of an order for relief under Title 11 of the United States Code.

“Commission” means the State Corporation Commission of Virginia.

“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.

“Distribution” means a direct or indirect transfer of money or other property, or incurrence of indebtedness by a limited liability company, to or for the benefit of its members in respect of their interests.

“Domestic,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.

“Domestic business trust” has the same meaning as specified in § 13.1-1201.

“Domestic corporation” has the same meaning as specified in § 13.1-603.

“Domestic limited partnership” has the same meaning as specified in § 50-73.1.

“Domestic nonstock corporation” has the same meaning as “domestic corporation” as specified in § 13.1-803.

“Domestic partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under § 50-73.88, or predecessor law of the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.

“Domestic stock corporation” has the same meaning as “domestic corporation” as specified in § 13.1-603.

“Effective date,” when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission, means the time and date determined in accordance with § 13.1-1004.

“Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by the recipient through an automated process. Any term used in this definition that is defined in § 59.1-480 of the Uniform Electronic Transactions Act (§ 59.1-479 et seq.) shall have the meaning set forth in that section.

“Eligible interests” means, as to a partnership, partnership interest as specified in § 50-73.79; as to a limited partnership, partnership interest as specified in § 50-73.1; as to a business trust, the beneficial interest of a beneficial owner as specified in § 13.1-1226; as to a stock corporation, shares as specified in § 13.1-603; or, as to a nonstock corporation, membership interest as specified in § 13.1-803.

“Entity” includes any domestic or foreign limited liability company, any domestic or foreign other business entity, any estate or trust, and any state, the United States, and any foreign government.

“Entity conversion” means conversion. A certificate of entity conversion is the same as a certificate of conversion.

“Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of a jurisdiction other than the Commonwealth.

“Foreign business trust” has the same meaning as specified in § 13.1-1201.

“Foreign corporation” has the same meaning as specified in § 13.1-603.

“Foreign limited liability company” means an entity, excluding a foreign business trust, that is an unincorporated organization that is organized under laws other than the laws of the Commonwealth and that is denominated by that law as a limited liability company, and that affords to each of its members, pursuant to the laws under which it is organized, limited liability with respect to the liabilities of the entity.

“Foreign limited partnership” has the same meaning as specified in § 50-73.1.

“Foreign nonstock corporation” has the same meaning as “foreign corporation” as specified in § 13.1-803.

“Foreign partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.

“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 (§ 13.1-1088 et seq.). The term applies whether or not the law under which the foreign series limited liability company is organized refers to “protected series” or “series.”

“Foreign registered limited liability partnership” has the same meanings as specified in §§ 50-2 and 50-73.79.

“Foreign series limited liability company” means a foreign limited liability company having at least one foreign protected series.

“Foreign stock corporation” has the same meaning as “foreign corporation” as specified in § 13.1-603.

“Jurisdiction,” when used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

“Jurisdiction of formation” means the state or country the law of which includes the organic law governing a domestic or foreign limited liability company or other business entity.

“Limited liability company” or “domestic limited liability company” means an entity that is an unincorporated organization organized and existing under this chapter, or that has become a domestic limited liability company of the Commonwealth pursuant to § 13.1-1010.3 as it existed prior to its repeal, even though also being a non-United States entity organized under laws other than the laws of the Commonwealth, or that has become a domestic limited liability company of the Commonwealth pursuant to § 56-1, even though also being a non-United States entity organized under laws other than the laws of the Commonwealth, or that has become a domestic limited liability company of the Commonwealth pursuant to § 13.1-1010.1 as it existed prior to its repeal, or that has become a domestic limited liability company of the Commonwealth pursuant to Article 12.2 (§ 13.1-722.8 et seq.) of Chapter 9, Article 17.1 (§ 13.1-944.1 et seq.) of Chapter 10, Article 14 (§ 13.1-1074 et seq.) or Article 15 (§ 13.1-1081 et seq.) of this chapter, or Article 12 (§ 13.1-1264 et seq.) of Chapter 14. A limited liability company’s status for federal tax purposes shall not affect its status as a distinct entity organized and existing under this chapter.

“Manager” or “managers” means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in the articles of organization or an operating agreement.

“Manager-managed limited liability company” means a limited liability company that is managed by a manager or managers as provided for in its articles of organization or an operating agreement.

“Member” means a person that has been admitted to membership in a limited liability company as provided in § 13.1-1038.1 and that has not ceased to be a member.

“Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.

“Membership interest” or “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.

“Non-United States entity” means a foreign limited liability company (other than one formed under the laws of a state), or a corporation, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business, including a partnership, formed, incorporated, organized, created or that otherwise came into being under the laws of any foreign country or other foreign jurisdiction (other than any state).

“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 § 13.1-1023.

“Organic law” means the statute governing the internal affairs of a domestic or foreign limited liability company or other business entity.

“Organization surrender” has the same meaning as specified in § 13.1-1074. A certificate of organization surrender is the same as a certificate of domestication.

“Other business entity” means a domestic or foreign partnership, limited partnership, business trust, stock corporation, or nonstock corporation.

“Person” has the same meaning as specified in § 13.1-603. “Person” includes a protected series.

“Principal office” means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign limited liability company are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the limited liability company. The designation of the principal office in the most recent statement of change filed pursuant to § 13.1-1018.1 shall be conclusive for the purpose of this chapter.

“Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

“Protected series,” except in the term “foreign protected series,” means a person established under § 13.1-1095.

“Record,” when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“Registered limited liability partnership” has the same meaning as specified in § 50-73.79.

“Series limited liability company,” except in the term “foreign series limited liability company,” means a limited liability company having at least one protected series.

“Sign” means, with present intent to authenticate or adopt a record, to execute or adopt a tangible symbol or to attach to or logically associate with the record an electronic symbol, sound, or process.

“State,” when referring to a part of the United States, includes a state, commonwealth and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession, and their agencies and governmental subdivisions, of the United States.

“Transfer” includes an assignment, a conveyance, a sale, a lease, an encumbrance including a mortgage or security interest, a gift, and a transfer by operation of law.

“United States” includes a district, authority, bureau, commission, department, and any other agency of the United States.

1991, c. 168; 1992, cc. 574, 575; 1993, c. 113; 1995, c. 168; 1996, c. 265; 1997, c. 190; 2001, c. 548; 2002, cc. 288, 621; 2003, c. 340; 2005, c. 255; 2006, c. 912; 2007, cc. 233, 639; 2009, cc. 450, 763; 2016, c. 288; 2019, c. 636; 2021, Sp. Sess. I, c. 487; 2022, c. 82.