Title 13 — Corporations and Associations
11 chapters · 349 sections in this title.
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…
13 V.I.C. § 1802 Limited liability company continues after dissolution
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(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the…
13 V.I.C. § 1803 Right to wind up limited liability company's business
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(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the Superior Court, for good cause shown, may order judicial su…
13 V.I.C. § 1804 Member's or manager's power and liability as agent after dissolution
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(a) A limited liability company is bound by a member's or manager's act after dissolution that:(1) is appropriate for winding up the company's business; or(2) would have bound the company under section 1301 of this chapter before dissolution, if the other party to the transaction…
13 V.I.C. § 1805 Articles of termination
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(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the office of the Lieutenant Governor articles of termination stating:(1) the name of the company;(2) the date of the dissolution; and(3) that the company's bu…
13 V.I.C. § 1806 Distribution of assets in winding up limited liability company's business
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(a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance wi…
13 V.I.C. § 1807 Known claims against dissolved limited liability company
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(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must:(1) specify the inf…
13 V.I.C. § 1808 Other claims against dissolved limited liability company
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(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must:(1) be published at least once in a newspaper of general circulation in the jud…
13 V.I.C. § 1809 Grounds for administrative dissolution
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(1) The Lieutenant Governor may commence a proceeding to dissolve a limited liability company administratively if the company does not:(1) pay any fees, taxes, or penalties imposed by this chapter or other law within 60 days after they are due; or(2) deliver its annual report to …
13 V.I.C. § 1810 Procedure for and effect of administrative dissolution
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(a) If the Lieutenant Governor determines that a ground exists for administratively dissolving a limited liability company, the Lieutenant Governor shall enter a record of the determination and serve the company with a copy of the record. (b) If the company does not correct each …
13 V.I.C. § 1811 Reinstatement following administrative dissolution
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(a) A limited liability company administratively dissolved may apply to the office of the Lieutenant Governor for reinstatement within two years after the effective date of dissolution. The application must:(1) recite the name of the company and the effective date of its administ…
13 V.I.C. § 1812 Appeal from denial of reinstatement
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(a) If the Lieutenant Governor denies a limited liability company's application for reinstatement following administrative dissolution, the Lieutenant Governor shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the den…
13 V.I.C. § 1901 Definitions
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(1) In this subchapter:(1) “Corporation” means a corporation under Title 13, chapter 1, Virgin Islands Code, a predecessor law, or comparable law of another jurisdiction.(2) “General partner” means a partner in a partnership and a general partner in a limited partnership.(3) “Lim…
13 V.I.C. § 1902 Conversion of partnership or limited partnership to limited liability company
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(a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a n…
13 V.I.C. § 1903 Effect of conversion; entity unchanged
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(a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect:(1) all property owned by the converting partnership or limited partnership vest…
13 V.I.C. § 1904 Merger of entities
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(a) Pursuant to a plan of merger approved under subsection (c) of this section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnersh…
13 V.I.C. § 1905 Articles of merger
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(a) After approval of the plan of merger under section 1904, subsection (c) of this chapter, unless the merger is abandoned under section 1904, subsection (d) of this chapter, articles of merger must be signed on behalf of each limited liability company and other entity that is a…
13 V.I.C. § 1906 Effect of merger
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(a) When a merger takes effect:(1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates;(2) all property owned by each of the limited liability companies and other entities that are pa…
13 V.I.C. § 1907 Subchapter not exclusive
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This subchapter does not preclude an entity from being converted or merged under other law.
13 V.I.C. § 2001 Law governing foreign limited liability companies
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(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and their transferees. (b) A foreign limited liability company may not be denied a…
13 V.I.C. § 2002 Application for certificate of authority
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(a) A foreign limited liability company may apply for a certificate of authority to transact business in the Virgin Islands by delivering an application to the office of the Lieutenant Governor for filing. The application must set forth:(1) the name of the foreign company or, if …
13 V.I.C. § 2003 Activities not constituting doing business
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(a) Activities of a foreign limited liability company that do not constitute transacting business in the Virgin Islands within the meaning of this subchapter include:(1) maintaining, defending, or settling an action or proceeding;(2) holding meetings of its members or managers or…
13 V.I.C. § 2004 Issuance of certificate of authority
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Unless the Lieutenant Governor determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the office of the Lieutenant Governor, upon payment of all filing fees, shall file the application and send a rece…
13 V.I.C. § 2005 Name of foreign limited liability company
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(a) If the name of a foreign limited liability company does not satisfy the requirements of section 1106 of this chapter, the company, to obtain or maintain a certificate of authority to transact business in the Virgin Islands, must use a fictitious name to transact business in t…
13 V.I.C. § 2006 Revocation of certificate of authority
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(a) A certificate of authority of a foreign limited liability company to transact business in the Virgin Islands may be revoked by the Lieutenant Governor in the manner provided in subsection (b) of this section if:(1) the company fails to:(i) pay any fees, taxes, and penalties o…
13 V.I.C. § 2007 Cancellation of authority
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A foreign limited liability company may cancel its authority to transact business in the Virgin Islands by filing in the office of the Lieutenant Governor a certificate of cancellation. Cancellation does not terminate the authority of the Lieutenant Governor to accept service of …
13 V.I.C. § 2008 Effect of failure to obtain certificate of authority
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(a) A foreign limited liability company transacting business in the Virgin Islands may not maintain an action or proceeding in the Virgin Islands unless it has a certificate of authority to transact business in the Virgin Islands. (b) The failure of a foreign limited liability co…
13 V.I.C. § 2009 Action by Attorney General
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The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in the Virgin Islands in violation of this subchapter.
13 V.I.C. § 2101 Right of action
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A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed.
13 V.I.C. § 2102 Proper plaintiff
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(1) In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced, and:(1) must have been a member at the time of the transaction of which the plaintiff complains; or(2) the plaintiff's status as a member must h…
13 V.I.C. § 2103 Pleading
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In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort.
13 V.I.C. § 2104 Expenses
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If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reas…
13 V.I.C. § 2201 Uniformity of application and construction
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This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among jurisdictions enacting it.
13 V.I.C. § 2202 Governing law; conflict of law
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(a) The liability of members, managers, employees and agents of a limited liability company organized under this chapter shall at all times be determined solely and exclusively by this chapter and the laws of the United States Virgin Islands. (b) If a conflict arises between the …
13 V.I.C. § 2203 Severability clause
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If any provision of this Chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this Chapter which can be given effect without the invalid provision or application, and to this end the provision…