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Home » US Law » 2022 Code of Virginia » Title 13.1 - Corporations » Chapter 13 - Virginia Professional Limited Liability Company Act

§ 13.1-1100. Reservation of power to amend or repeal

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 professional limited liability companies subject to this chapter shall be governed by the amendment or repeal. 1992, c. 574.

§ 13.1-1101. Legislative purpose

It is the legislative intent to provide for the association of a group of individuals and professional corporations, professional limited liability companies, or other business entities formed to provide professional services as a limited liability company to render the same professional service to the public for which those individuals or other business entities are required […]

§ 13.1-1101.1. Practice of certain professions by limited liability companies

Unless otherwise prohibited by law or regulation, the professional services defined in subsection A of § 13.1-1102 may be rendered in this Commonwealth by: 1. A limited liability company organized as a professional limited liability company pursuant to the provisions of this chapter; 2. A foreign limited liability company that has obtained a certificate of […]

§ 13.1-1102. Definitions

A. As used in this chapter: “Professional business entity” means any entity as defined in § 13.1-603 that is duly licensed or otherwise legally authorized under the laws of the Commonwealth or the laws of the jurisdiction under whose laws the entity is formed to render the same professional service as that for which a […]

§ 13.1-1103. Who may become a member

One or more individuals or professional business entities (i) duly licensed or otherwise legally authorized to render the same professional services other than those of architects, professional engineers or land surveyors, or to use a title other than those of certified landscape architects or certified interior designers, of which at least one is duly licensed […]

§ 13.1-1104. Use of initials “P.L.C.,” “PLC,” “P.L.L.C.” or “PLLC” in company name

Any professional limited liability company as defined in § 13.1-1102 may, but is not required to, use the initials “P.L.C.,” “PLC,” “P.L.L.C.” or “PLLC,” or the phrase “professional limited company,” “a professional limited company,” “professional limited liability company,” or “a professional limited liability company,” at the end of its limited liability company name. Such initials […]

§ 13.1-1105. Certificate of authority for foreign professional limited liability company

A. Notwithstanding any other provision of this chapter, a foreign professional limited liability company, organized under the laws of a jurisdiction other than the Commonwealth of Virginia to perform a professional service of the type defined in § 13.1-1102, may apply for and obtain a certificate of authority to render those professional services in Virginia […]

§ 13.1-1107. How limited liability company may render professional services; nonprofessional employees and agents; members and managers need not be employees, etc.

No limited liability company organized under this chapter may render professional services except through its members, managers, employees, independent contractors, and agents who are duly licensed or otherwise legally authorized to render those professional services, and only members, managers, employees, independent contractors, and agents licensed or otherwise legally qualified by this Commonwealth may perform the […]

§ 13.1-1109. Professional relationships not affected; liability for debts, etc., of limited liability company, its members, managers, employees, and agents

The provisions of this chapter shall not be construed to alter or affect the professional relationship between a person furnishing professional services and a person receiving that service either with respect to liability arising out of that professional service or the confidential relationship between the person rendering the professional service and the person receiving that […]

§ 13.1-1111. Qualifications of members and managers; special provisions for limited liability companies rendering service of architects, professional engineers, land surveyors and landscape architects, and using the title of certified interior designers

Not less than two-thirds of the membership interests of a professional limited liability company rendering the services of architects, professional engineers, land surveyors, or landscape architects, or using the title of certified interior designers, or any combination thereof, shall be held by individuals duly licensed or professional business entities legally authorized to render the services […]

§ 13.1-1115. Transfer of membership interests

A. No member of a professional limited liability company organized under this chapter may sell, assign in whole or in part, or otherwise transfer that member’s membership interest in the professional limited liability company except to (i) the professional limited liability company, (ii) another individual or professional business entity that is eligible to be a […]

§ 13.1-1116. Disqualification of member, manager, agent or employee

If any member, manager, agent or employee of a professional limited liability company organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render those professional services within this Commonwealth, that member, manager, agent or employee shall immediately sever all employment with, and financial interests in, that professional […]

§ 13.1-1118. Management

Unless the articles of organization or an operating agreement provides for management of a professional limited liability company by a manager or managers, management of a professional limited liability company shall be vested in its members. If the articles of organization or an operating agreement provides for management of a professional limited liability company by […]