Title 13 — Corporations and Associations
11 chapters · 349 sections in this title.
13 V.I.C. § 1101 Short title
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This chapter shall be known and may be cited as “The Uniform Limited Liability Company Act”.
13 V.I.C. § 1102 Definitions
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(a) In this chapter, unless the context otherwise requires:(a) “Articles of organization” means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar func…
13 V.I.C. § 1103 Knowledge and notice
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(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person:(1) knows the fact;(2) has received a notification of the fact; or(3) has reason to know the fact exists from all of the facts known to the person at the time in qu…
13 V.I.C. § 1104 Effect of operating agreement; nonwaivable provisions
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(a) Except as otherwise provided in subsection (b) of this section, all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations amon…
13 V.I.C. § 1105 Supplemental principles of law
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(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Title 11, section 951, Virgin Islan…
13 V.I.C. § 1106 Name
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(a) The name of a limited liability company must contain “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. (b) Except as authorized by subsectio…
13 V.I.C. § 1107 Reserved name
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(a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious name for a foreign company whose name is not available, by delivering an application to the office of the Lieutenant Governor for filing. The application must set forth t…
13 V.I.C. § 1108 Registered name
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(a) A foreign limited liability company may register its name subject to the requirements of section 2005 of this chapter, if the name is distinguishable upon the records of the office of the Lieutenant Governor from names that are not available under section 1106, subsection (b)…
13 V.I.C. § 1109 Designated office and agent for service of process
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(a) A limited liability company and a foreign limited liability company authorized to do business in the Virgin Islands shall designate and continuously maintain in the Virgin Islands:(1) an office, which need not be a place of its business in the Virgin Islands; and(2) an agent …
13 V.I.C. § 1110 Change of designated office or agent for service of process
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(1) A limited liability company may change its designated office or agent for service of process by delivering to the office of the Lieutenant Governor for filing a statement of change which sets forth:(1) the name of the company;(2) the physical address of its current designated…
13 V.I.C. § 1111 Resignation of agent for service of process
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(a) An agent for service of process of a limited liability company may resign by delivering to the office of the Lieutenant Governor for filing a record of the statement of resignation. (b) After filing a statement of resignation, the Lieutenant Governor shall mail a copy to the …
13 V.I.C. § 1112 Service of process
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(a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served upon the company. (b) If a limited liability comp…
13 V.I.C. § 1113 Nature of business and powers
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(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of the Virgin Islands governing or regulating business. (b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an …
13 V.I.C. § 1201 Limited liability company as legal entity
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A limited liability company is a legal entity distinct from its members.
13 V.I.C. § 1202 Organization
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(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Lieutenant Governor for filing. (b) Unless a delayed effective date is specified, the existence of a limited liability …
13 V.I.C. § 1203 Articles of organization
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(a) Articles of organization of a limited liability company must set forth:(1) the name of the company;(2) the physical and mailing addresses of the initial designated office;(3) the name and physical address of the initial agent for service of process;(4) the name and physical a…
13 V.I.C. § 1204 Amendment or restatement of articles of organization
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(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the office of the Lieutenant Governor for filing. The articles of amendment shall set forth the:(1) name of the limited liability company;(2) date of fili…
13 V.I.C. § 1205 Signing of records
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(a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the Lieutenant Governor must be signed in the name of the company by a:(1) manager of a manager-managed company;(2) member of a member-managed co…
13 V.I.C. § 1206 Filing in Office of Lieutenant Governor
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(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the office of the Lieutenant Governor and must be delivered to the office of the Lieutenant Governor. Unless the Lieutenant Governor determines that a recor…
13 V.I.C. § 1207 Correcting filed record
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(a) A limited liability company or foreign limited liability company may correct a record filed with the office of the Lieutenant Governor if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected:(1) by preparing articles of corre…
13 V.I.C. § 1208 Certificate of existence or authorization
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(a) A person may request the office of the Lieutenant Governor to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a limited liability company must set …
13 V.I.C. § 1209 Liability for false statement in filed record
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If a record authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the record or caused another to sign it on the person's behalf and knew the st…
13 V.I.C. § 1210 Filing by judicial act
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If a person required by section 1205 of this chapter to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Superior Court of the Virgin Islands to direct the signing of the record. If the Superior Court…
13 V.I.C. § 1211 Annual report
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(a) A limited liability company, and a foreign limited liability company authorized to transact business in the Virgin Islands, shall deliver to the office of the Lieutenant Governor for filing an annual report that sets forth:(1) the name of the company and the state or country …
13 V.I.C. § 1301 Agency of members and managers
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(a) Subject to subsections (b) and (c) of this section:(1) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary co…
13 V.I.C. § 1302 Limited liability company liable for member's or manager's actionable conduct
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A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the…
13 V.I.C. § 1303 Liability of members and managers
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(a) Except as otherwise provided in subsection (c) of this section, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is n…
13 V.I.C. § 1401 Form of contribution
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A contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property, or contracts for services to be per…
13 V.I.C. § 1402 Member's liability for contributions
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(a) A member's obligation to contribute money, property, or other benefit to, or to perform services for, a limited liability company is not excused by the member's death, disability, or other inability to perform personally. If a member does not make the required contribution of…
13 V.I.C. § 1403 Member's and manager's rights to payments and reimbursement
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(a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. (b)…
13 V.I.C. § 1404 Management of limited liability company
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(a) In a member-managed company:(1) each member has equal rights in the management and conduct of the company's business; and(2) except as otherwise provided in subsection (c) of this section, any matter relating to the business of the company may be decided by a majority of the …
13 V.I.C. § 1405 Sharing of and right to distribution
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(a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares. (b) A member has no right to receive, and may not be required to accept, a distribution in kind. (c) If a member becomes entitled to receive a distribution, th…
13 V.I.C. § 1406 Limitations on distribution
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(a) A distribution may not be made if:(1) the limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or(2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be nee…
13 V.I.C. § 1407 Liability for unlawful distributions
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(a) A member of a member-managed company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 1406 of this chapter, the articles of organization, or the operating agreement is personally liable to the company …
13 V.I.C. § 1408 Member's right to information
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(a) A limited liability company shall provide members and their agents and attorneys access to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The company shall provide former members and their agents and …
13 V.I.C. § 1409 General standards of member's and manager's conduct
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(a) The only fiduciary duties a member owes to a member-managed company and its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c) of this section. (b) A member's duty of loyalty to a member-managed company and its other members is limit…
13 V.I.C. § 1410 Actions by members
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(a) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce:(1) the member's rights under the operating agreement;(2) the member's rights under this…
13 V.I.C. § 1411 Continuation of term company after expiration of specified term
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(a) If a term company is continued after the expiration of the specified term, the rights and duties of the members and managers remain the same as they were at the expiration of the term except to the extent inconsistent with rights and duties of members and managers of an at-wi…
13 V.I.C. § 1501 Member's distributional interest
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(a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company. (b) A distributional interest in a limited liability company is personal property and, subject to sections 1502 and 1503 of this chapter, may be transferred in whole o…
13 V.I.C. § 1502 Transfer of distributional interest
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A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.
13 V.I.C. § 1503 Rights of transferee
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(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent. (b) A transfere…
13 V.I.C. § 1504 Rights of creditor
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(a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of th…
13 V.I.C. § 1601 Events causing member's dissociation
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(1) A member is dissociated from a limited liability company upon the occurrence of any of the following events:(1) the company's having notice of the member's express will to withdraw upon the date of notice or on a later date specified by the member;(2) an event agreed to in th…
13 V.I.C. § 1602 Member's power to dissociate; wrongful dissociation
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(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to section 1601, item (1) of this chapter. (b) If the operating agreement has not elimin…
13 V.I.C. § 1603 Effect of member's dissociation
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(a) Upon a member's dissociation:(1) in an at-will company, the company must cause the dissociated member's distributional interest to be purchased under subchapter VII of this chapter; and(2) in a term company:(i) if the company dissolves and winds up its business on or before t…
13 V.I.C. § 1701 Company purchase of distributional interest
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(a) A limited liability company shall purchase a distributional interest of a:(1) member of an at-will company for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's b…
13 V.I.C. § 1702 Court action to determine fair value of distributional interest
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(a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall:(1) determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among so…
13 V.I.C. § 1703 Dissociated member's power to bind limited liability company
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(1) For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under subchapter IX of this chapter, is bound by an act of the dissociated member …
13 V.I.C. § 1704 Statement of dissociation
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(a) A dissociated member or a limited liability company may file in the office of the Lieutenant Governor a statement of dissociation stating the name of the company and that the member is dissociated from the company. (b) For the purposes of sections 1301 and 1703 of this chapte…
13 V.I.C. § 1801 Events causing dissolution and winding up of company's business
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(1) A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events:(1) an event specified in the operating agreement;(2) consent of the number or percentage of members specified in the operating agreement;(3) an eve…