Virginia Code 13.1-1021.1: Agency of members and managers.
A. Subject to subsections B and C:
Terms Used In Virginia Code 13.1-1021.1
- Articles of organization: means all documents constituting, at any particular time, the articles of organization of a limited liability company. See Virginia Code 13.1-1002
- interest: means a member's share of the profits and the losses of the limited liability company and the right to receive distributions of the limited liability company's assets. See Virginia Code 13.1-1002
- Manager-managed limited liability company: means a limited liability company that is managed by a manager or managers as provided for in its articles of organization or an operating agreement. See Virginia Code 13.1-1002
- managers: means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in the articles of organization or an operating agreement. See Virginia Code 13.1-1002
- Member: means a person that has been admitted to membership in a limited liability company as provided in § Virginia Code 13.1-1002
- Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Virginia Code 13.1-1002
- Person: includes a protected series. See Virginia Code 13.1-1002
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Sign: means , with present intent to authenticate or adopt a record, to execute or adopt a tangible symbol or to attach to or logically associate with the record an electronic symbol, sound, or process. See Virginia Code 13.1-1002
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 the limited liability company business or business of the kind carried on by the limited liability company, binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority; and
3. An act of a member which is not apparently for carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company binds the limited liability company only if the act was authorized by the other members in accordance with § 13.1-1022.
B. Subject to subsection C, in a manager-managed limited liability company:
1. If the articles of organization specify that the limited liability company is to be managed by a manager or managers, a member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member;
2. Each manager is an agent of the limited liability company for the purpose of its business;
3. An act of a manager, including the signing of an instrument in the limited liability company name, for apparently carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company, binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority; and
4. An act of a manager which is not apparently for carrying on in the ordinary course the limited liability company business or business of the kind carried on by the limited liability company binds the company only if the act was authorized in accordance with § 13.1-1024.
C. Unless the articles of organization limit their authority, any member in a member-managed limited liability company, or any manager in a manager-managed limited liability company, may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property, which instrument shall be conclusive in favor of a person who gives value without knowledge of the lack of authority of the person signing and delivering the instrument.
1995, c. 168.