Title 13.1, Title 13.1. Corporations

Each share of common stock of a corporation shall have a par value of $100, and shall be issued for cash. Each shareholder shall be entitled to one vote, in person or by proxy, for each share of capital stock held, and each member shall be entitled to one vote, in person or by pr…

The business and affairs of a corporation shall be conducted by a board of directors. The number of directors shall be a multiple of three. Two-thirds of the directors shall be elected by the members and one-third shall be elected by the shareholders. Any vacancy in the office of…

The board of directors, by a resolution adopted by a majority of the directors present and constituting a quorum at any meeting, may designate five or more directors to constitute an executive committee which, to the extent provided in such resolution or the bylaws of the corpora…

No amendment to the articles of incorporation shall be made which increases the obligation of a member to make loans to the corporation or which makes any change in the principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan m…

Each year the corporation shall set apart as earned surplus not less than ten percent of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one-half of the amount paid in on the capital stock then outstanding. Whenever the amount of surpl…

The rights given to shareholders under the provisions of §§ 13.1-614, 13.1-624, 13.1-629, 13.1-742 and 13.1-744 shall apply to members as well as to shareholders of a corporation created hereunder.

No corporation organized under the provisions of this chapter shall at any time be authorized to receive money on deposit. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by appropriate vote…

A corporation shall keep, in addition to the books and records required by § 13.1-770, a record showing the names and addresses of all members of the corporation and the current status of loans made by each to the corporation. Members shall have the same rights with respect to su…

Under no circumstances is the credit of the Commonwealth pledged herein.

This chapter shall be known as the Virginia Limited Liability Company Act.

The General Assembly shall have the power to amend or repeal all or part of this chapter at any time and all domestic and foreign limited liability companies subject to this chapter shall be governed by the amendment or repeal.

A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. B. Sections 9-406 and 9-408 of the Uniform Commercial Code, including §§ 8.9A-406 and 8.9A-408, do not apply to any interest in a limited liability company, inc…

As used in this chapter, unless the context requires a different meaning: "Articles of organization" means all documents constituting, at any particular time, the articles of organization of a limited liability company. The articles of organization include the original articles o…

A. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to be filed with the Commission. B. The document shall be one that this chapter requires or permits to be filed with the Commission. C.…

A. Notwithstanding anything to the contrary contained in § 13.1-1003, 13.1-1011, 13.1-1014, 13.1-1014.1, 13.1-1050, 13.1-1072, or 13.1-1085, whenever, pursuant to any applicable statute of the United States relating to reorganizations of limited liability companies, a plan of reo…

A. Whenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission to evidence the effectiveness of the document, the Commission shall by order issue the certificate if it finds that the document complies with the provisions o…

The Commission shall charge and collect the following fees: 1. For filing any one of the following, the fee shall be $100: a. Articles of organization. b. An application for registration as a foreign limited liability company. c. Articles of entity conversion to convert a limited…

A. It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing. B. Any person who violates the provisions of this section shall be guilty of Class 1 misdemeanor.

It shall be unlawful for any person to transact business in this Commonwealth as a limited liability company or to offer or advertise to transact business in this Commonwealth as a limited liability company unless the alleged limited liability company is either a domestic limited…

Every limited liability company formed under this chapter has the purpose of engaging in any lawful business, purpose, or activity, whether or not such business, purpose, or activity is carried on for profit, except as otherwise provided by the law of this Commonwealth, unless a …

Unless the articles of organization provide otherwise, every limited liability company has perpetual duration and succession in its name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without lim…

One or more persons may act as organizers of a limited liability company by signing and delivering articles of organization to the Commission for filing. An organizer need not be a member of the limited liability company after formation has occurred.

A. The articles of organization shall set forth: 1. A name for the limited liability company that satisfies the requirements of § 13.1-1012; 2. The post office address, including the street and number, if any, of the limited liability company's initial registered office, the name…

A. A limited liability company may correct its articles of organization at any time to correct a name or address specified in the articles of organization that was inadvertently or improperly set forth. B. For a correction to the articles of organization of a limited liability co…

A. A limited liability company name shall contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC." B. A limited liability company name shall not contain: 1. Any word, abbreviation, or combination of characters tha…

A. A person may apply to the Commission to reserve the exclusive use of a limited liability company name, including a designated name for a foreign limited liability company. The limited liability company name applied for need not comply with subsection A of § 13.1-1012. If the C…

A. A limited liability company may amend its articles of organization at any time to add or change a provision that is required or permitted in the articles, or to delete a provision not required in the articles. An amendment to the articles of organization may delete the name an…

A. A limited liability company may restate its articles of organization at any time. B. The restatement may include one or more amendments to the articles of organization, including an amendment to delete the name and address of the registered agent or registered office, or the a…

A. Each domestic limited liability company and each foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) of this chapter shall continuously maintain in the Commonwealth: 1. A registered office that may be the same as any of its places of busin…

A. A limited liability company or a foreign limited liability company registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the…

A. A registered agent may resign as agent for the domestic or foreign limited liability company by signing and filing with the Commission a statement of resignation stating (i) the name of the limited liability company or foreign limited liability company, (ii) the name of the ag…

A. A domestic or foreign limited liability company's registered agent is the limited liability company's agent for service of process, notice, or demand required or permitted by law to be served on the limited liability company. The registered agent may by instrument in writing, …

A. A limited liability company or a foreign limited liability company registered pursuant to Article 10 (§ 13.1-1051 et seq.) may change its principal office upon filing in the office of the Commission a statement of change on a form supplied by the Commission that sets forth: 1.…

Except as otherwise provided by this Code or as expressly provided in the articles of organization, no member, manager, organizer or other agent of a limited liability company, regardless of whether the limited liability company has a single member or multiple members, shall have…

A member of a limited liability company, solely by reason of being a member, is not a proper party to a proceeding by or against a limited liability company, except where (i) the object is to enforce a member's right against or liability to the limited liability company or (ii) a…

Any estate or interest in property may be acquired in the name of the limited liability company, and title to any estate or interest so acquired vests in the limited liability company.

A. Subject to subsections B and C: 1. Each member is an agent of the limited liability company for the purpose of its business; 2. An act of a member, including the signing of an instrument in the limited liability company name, for apparently carrying on in the ordinary course t…

A. Except to the extent that the articles of organization or an operating agreement provides in writing for management of a limited liability company by a manager or managers, management of a limited liability company shall be vested in its members. B. Unless otherwise provided i…

A. Authority. 1. The members of a limited liability company may enter into any operating agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members. A limited liability company is bound by its oper…

A. An operating agreement may provide that: 1. A member or manager who fails to perform in accordance with, or to comply with terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and 2. At the time or upon the happeni…

A. The articles of organization or an operating agreement of a limited liability company may delegate full or partial responsibility for managing a limited liability company to or among one or more managers. B. Managers need not be residents of this Commonwealth or members of the…

A. A manager shall discharge his or its duties as a manager in accordance with the manager's good faith business judgment of the best interests of the limited liability company. B. Unless a manager has knowledge or information concerning the matter in question that makes reliance…

A. In any proceeding brought by or in the right of a limited liability company or brought by or on behalf of members of the limited liability company, the damages assessed against a manager or member arising out of a single transaction, occurrence or course of conduct shall not e…

Except as provided in the articles of organization or an operating agreement, a member or manager may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect thereto as a p…

A. The contributions of a member to a limited liability company may be in cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services. B. Except as provided in the articles of organization or an opera…

A. Each limited liability company shall, at its discretion, either (i) keep at its principal office or (ii) provide each member access as an electronic record, as defined in § 13.1-603, on a network or system to the following: 1. A current list of the full name and last known bus…