§ 13.1-1099.10. Enforcement of claim against non-associated asset
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 against an asset of the series limited liability […]
§ 13.1-1099.11. Events causing dissolution of protected series
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 of the protected series; 3. Affirmative vote or consent of all the […]
§ 13.1-1099.12. Winding up dissolved protected series; voluntary cancellation
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 other judicial remedy is available in the […]
§ 13.1-1099.13. Waiver of cancellation upon dissolution; reinstatement of series limited liability company
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 provisions of § 13.1-1047.1 stating the results of the waiver […]
§ 13.1-1099.14. Protected series may not be party to entity transaction
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 an interest exchange, a […]
§ 13.1-1099.15. Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company
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 the surviving company of a merger. […]
§ 13.1-1099.16. Merger authorized; parties restricted
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 created in the merger. 2019, c. 636.
§ 13.1-1099.17. Plan of merger
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. State: a. For any protected […]
§ 13.1-1099.18. Articles of merger
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. For a protected series of a merging company […]
§ 13.1-1099.5. Management
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 protected series manager of a protected series of a series […]