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 has rights; or 2. As to which the series limited liability […]
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 company; 3. A member of the series limited liability company, whether […]
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 liability company. C. A […]
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 protected series manager, or (iii) any protected series assignee; c. Relations […]
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 series; b. Relations among the protected series and (i) any associated member […]
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 articles of this chapter; 5. The […]
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 of a series limited liability company is deemed […]
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 filing a statement of protected series designation setting forth: 1. […]
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, including any words or abbreviation required by subsection […]
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 registered agent for a series limited liability company ceases to be […]
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 series; or 3. Other means authorized by any law of […]
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 and identifies: 1. The […]
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 provisions of §§ 13.1-1050.2, 13.1-1056.1, and 13.1-1066 shall apply to each protected series […]
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 […]
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 […]
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 […]
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 […]
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 […]
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. […]
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.
