Title 13.1, Title 13.1. Corporations

A. In the case of a domestic limited liability company that is the converting entity: 1. If the limited liability company has members, unless the articles of organization or a written operating agreement of the limited liability company provides otherwise, the members shall appro…

A. After the conversion of a domestic limited liability company into a domestic stock corporation or business trust has been approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth: 1. The …

A. When an entity conversion under this article becomes effective, with respect to that entity: 1. The title to all real estate and other property remains in the resulting entity without reversion or impairment; 2. The liabilities of the converting entity remain the liabilities o…

A. Unless otherwise provided in the plan of entity conversion, after a plan of entity conversion has been approved by a converting entity in the manner required by this article, and at any time before the certificate of entity conversion has become effective, the plan may be aban…

As used in this article, unless the context requires a different meaning: "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 h…

A protected series of a series limited liability company is a person distinct from: 1. The series limited liability company, subject to subsection C of § 13.1-1090, subdivision 1 of § 13.1-1099.11, and § 13.1-1099.12; 2. Another protected series of the series limited liability co…

A. A protected series of a series limited liability company has the capacity to sue and be sued in its own name. B. Except as otherwise provided in subsections C and D, a protected series of a series limited liability company has the same powers and purpose as the series limited …

The law of the Commonwealth governs: 1. The internal affairs of a protected series of a series limited liability company, including: a. Relations among any associated members of the protected series; b. Relations among the protected series and (i) any associated member, (ii) the …

A. Except as otherwise provided in this section and subject to §§ 13.1-1093 and 13.1-1094, the operating agreement of a series limited liability company governs: 1. The internal affairs of a protected series, including: a. Relations among any associated members of the protected s…

A. An operating agreement shall not vary the effect of: 1. This section; 2. Section 13.1-1089; 3. Subsection A of § 13.1-1090; 4. Subsection B of § 13.1-1090 to provide a protected series a power in addition to the powers provided to a limited liability company under the other ar…

A. Except as otherwise provided in subsection B and § 13.1-1093, the following rules apply in applying § 13.1-1092, subsections C and F of § 13.1-1099.5, subdivision 4 a of § 13.1-1099.11, subsection A of § 13.1-1099.12, and subdivision 2 of § 13.1-1099.13: 1. A protected series …

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. B. To establish a protected series, a limited liability company shall deliver to the Commission for fil…

A. Except as otherwise provided in subsection B, the name of a protected series shall comply with the provisions of § 13.1-1012. B. The name of a protected series of a series limited liability company shall: 1. Begin with the name of the series limited liability company, includin…

A. The registered office and registered agent in the Commonwealth for a series limited liability company are the registered office and registered agent in the Commonwealth for each protected series of the series limited liability company. B. A person that ceases to be the registe…

A. A protected series of a series limited liability company may be served with any process, notice, or demand required or permitted by law by: 1. Serving the series limited liability company that established the protected series; 2. Serving the registered agent of the protected s…

Notice to a person under subsection B, C, D, or E of § 13.1-1098 is effective against the person whether or not the process, notice, or demand identifies the person if the process, notice, or demand identifies the person so long as the process, notice, or demand names as a party …

The Commission shall assess and collect from each protected series and each foreign protected series whose existence or registration to transact business in Virginia has not been canceled an annual registration fee in accordance with Article 11 (§ 13.1-1061 et seq.). The provisio…

A. As used in this section: "Enforcement date" means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability company or protected series of the series limited liability company in an action seeking to enforce under this section a claim agains…

A protected series of a series limited liability company is dissolved, and its activities and affairs shall be wound up, upon the: 1. Dissolution of the series limited liability company; 2. Occurrence of an event or circumstance the operating agreement states causes dissolution o…

A. Subject to subsection B and in accordance with § 13.1-1094: 1. A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its affairs under Article 9 (§ 13.1-1046 et seq.); and 2. Judicial supervision or o…

A. If after dissolution the members of a series limited liability company waive the right to have the series limited liability company's affairs wound up and its existence canceled: 1. Each protected series of the series limited liability company ceases winding up; and 2. The pro…

A protected series may not: 1. Be a party to a merger; 2. Convert to a different type of entity; 3. Domesticate as a protected series under the laws of a foreign jurisdiction; or 4. Be a party to or be formed, organized, established, or created in a transaction substantially like…

A. A series limited liability company may not: 1. Convert to a different type of entity; 2. Domesticate as a foreign limited liability company pursuant to the provisions of Article 14 (§ 13.1-1074 et seq.); or 3. Except as otherwise provided in § 13.1-1099.16, be a party to or th…

A series limited liability company may be party to a merger in accordance with Article 13 (§ 13.1-1069.1 et seq.), this section, and §§ 13.1-1099.17 through 13.1-1099.20 only if: 1. Each party to the merger is a limited liability company; and 2. The surviving company is not creat…

In a merger under § 13.1-1099.16, the plan of merger shall: 1. Comply with § 13.1-1070; 2. Include the manner and basis of converting the protected series membership interests in the canceled protected series in the manner set forth in subdivisions C 4 and 5 of § 13.1-1070; and 3…

In a merger under § 13.1-1099.16, the articles of merger shall: 1. Comply with § 13.1-1072 and include a plan of merger that complies with the provisions of § 13.1-1099.17; 2. Be accompanied by the following records, each to become effective when the merger becomes effective: a. …

When a merger under § 13.1-1099.16 becomes effective, in addition to the effects stated in § 13.1-1073: 1. As provided in the plan of merger, each protected series of each merging company which was established before the merger: a. Is a relocated protected series or continuing pr…

A. Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the series limited liability company. B. An asset of a protected series is an associated asset of the prote…

A. A creditor's right that existed under § 13.1-1099.10 immediately before a merger under § 13.1-1099.16 may be enforced after the merger in accordance with the following rules: 1. A creditor's right that existed immediately before the merger against the surviving company, a cont…

The law of the jurisdiction of formation of a foreign series limited liability company governs: 1. The internal affairs of a foreign protected series of the foreign series limited liability company, including: a. Relations among any associated members of the foreign protected ser…

In determining whether a foreign series limited liability company or foreign protected series of the foreign series limited liability company transacts business in the Commonwealth or is subject to the personal jurisdiction of the courts of the Commonwealth: 1. The activities and…

A. A foreign series limited liability company shall obtain from the Commission a certificate of registration to transact business in the Commonwealth before any foreign protected series of the foreign series limited liability company is registered to transact business in the Comm…

A. Not later than 30 days after becoming a party to a proceeding before a civil, criminal, administrative, or other adjudicative tribunal of the Commonwealth or a tribunal of the United States located in the Commonwealth: 1. A foreign series limited liability company shall disclo…

In applying and construing this article, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the Uniform Protected Series Act.

This article does not affect an action commenced, proceeding brought, or right accrued before July 1, 2021.

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) but does not modify, limit, or supersede § 101 of that Act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices de…

A. Only a member of a series limited liability company may be an associated member of a protected series of the series limited liability company. B. A member of a series limited liability company becomes an associated member of a protected series of the series limited liability c…

A. A protected series membership interest of a protected series of a series limited liability company shall be owned initially by an associated member of the protected series or the series limited liability company. B. If a protected series of a series limited liability company h…

A. A protected series may have more than one protected series manager. B. If a protected series has no associated members, the series limited liability company is the protected series manager. C. Section 13.1-1094 shall be applicable to the determination of any duties of a protec…

A. A member of a series limited liability company that is not an associated member of a protected series of the series limited liability company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a…

A. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of: 1. A protected series of a series limited liability company solely by reason of being or acting as: a. An associated member, protected series man…

A. Except as otherwise provided in subsection B, a claim seeking to disregard a limitation in § 13.1-1099.7 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, obligation, or other liability…

Any provision of § 13.1-1041.1 that provides or restricts remedies available to a judgment creditor of a member of a limited liability company or owner of a membership interest of the series limited liability company applies to a judgment creditor of: 1. An associated member or p…