Virginia Code 13.1-1088: Definitions
As used in this article, unless the context requires a different meaning:
Terms Used In Virginia Code 13.1-1088
- Asset: means property:
1. See Virginia Code 13.1-1088
- Associated asset: means an asset that meets the requirements stated in § 13. See Virginia Code 13.1-1088
- 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 series limited liability company: means a foreign limited liability company having at least one foreign protected series. See Virginia Code 13.1-1002
- Includes: means includes, but not limited to. See Virginia Code 1-218
- 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
- Merging company: means a limited liability company that is party to a merger under § 13. See Virginia Code 13.1-1088
- Non-surviving company: means a merging company whose separate existence ceases after a merger under § 13. See Virginia Code 13.1-1088
- 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
- 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. See Virginia Code 13.1-1002
- Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Virginia Code 13.1-1002
- 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
- Surviving company: means a merging company that is the survivor of a merger under § 13. See Virginia Code 13.1-1088
- 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. See Virginia Code 13.1-1002
“After a merger” or “after the merger” means when a merger under § 13.1-1099.16 becomes effective and afterwards.
“Asset” means property:
1. In which a series limited liability company or protected series has rights; or
2. As to which the series limited liability company or protected series has the power to transfer rights.
“Associated asset” means an asset that meets the requirements stated in § 13.1-1099.2.
“Associated member” means, with respect to a protected series, a member that meets the requirements stated in § 13.1-1099.3.
“Before a merger” or “before the merger” means before a merger under § 13.1-1099.16 becomes effective.
“Continuing protected series” means a protected series of a surviving company that continues in uninterrupted existence after a merger under § 13.1-1099.16.
“Merging company” means a limited liability company that is party to a merger under § 13.1-1099.16.
“Non-associated asset” means:
1. An asset of a series limited liability company that is not an associated asset of the series limited liability company; or
2. Any asset of a protected series of the series limited liability company that is not an associated asset of the protected series.
“Non-surviving company” means a merging company whose separate existence ceases after a merger under § 13.1-1099.16.
“Principal office of the protected series” means the office, in or out of the Commonwealth, where the principal executive offices of a protected series of a domestic or foreign series limited liability company are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the protected series. The designation of the principal office of a protected series in the most recent statement of change filed pursuant to § 13.1-1018.1 and subsection G of § 13.1-1095 shall be conclusive for the purpose of this chapter.
“Protected series assignee” means a person to which all or part of a protected series membership interest of a protected series of a series limited liability company has been transferred, other than the series limited liability company. “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.
“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.
“Protected series membership interest” means the share of the profits and losses of a protected series and the right to receive distributions.
“Relocated protected series” means a protected series of a non-surviving company which, after a merger under § 13.1-1099.16, continues in uninterrupted existence as a protected series of the surviving company.
“Surviving company” means a merging company that is the survivor of a merger under § 13.1-1099.16.
“Survivor” has the same meaning as specified in § 13.1-1069.1.
2019, c. 636.