Virginia Code 13.1-1095: Protected series designation; amendment
A. A limited liability company may establish a protected series. A proposal to establish a protected series shall be approved by the affirmative vote or consent of all members.
Terms Used In Virginia Code 13.1-1095
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Commission: means the State Corporation Commission of Virginia. 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
- 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. See Virginia Code 13.1-1088
B. To establish a protected series, a limited liability company shall deliver to the Commission for filing a statement of protected series designation setting forth:
1. The name of the limited liability company;
2. The name of the protected series being established;
3. The post office address of the principal office of the protected series; and
4. A statement that the establishment of the protected series was approved by the affirmative vote or consent of all members of the limited liability company.
C. If the Commission finds that the statement of protected series designation complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of protected series designation.
D. A series limited liability company may amend a statement of a protected series designation that has not been canceled. For an amendment to a statement of protected series designation to be adopted, the amendment shall be approved by the affirmative vote or consent of all members.
E. To amend a statement of protected series designation, a series limited liability company shall deliver to the Commission for filing a statement of designation change setting forth:
1. The name of the series limited liability company;
2. The name of the protected series to which the designation change applies;
3. The text of each change to the statement of protected series designation; and
4. A statement that the amendment was approved by the affirmative vote or consent of all members of the series limited liability company.
F. If the Commission finds that the statement of protected series designation change complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of designation change.
G. Notwithstanding subsection D, a series limited liability company may change the address of the principal office of a protected series of the series limited liability company on the records of the Commission by filing a statement of change pursuant to § 13.1-1018.1, except that the statement of change shall also set forth the name of the protected series and, in lieu of the address of the current and new principal office of the series limited liability company, the address of the current and new principal office of the protected series.
2019, c. 636.