Virginia Code 13.1-1094: Rules for applying other articles of this chapter to specified provisions of this article.
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:
Terms Used In Virginia Code 13.1-1094
- Asset: means property:
1. See Virginia Code 13.1-1088
- Assignee: means a person to which all or part of a membership interest has been transferred, whether or not the transferor is a member. See Virginia Code 13.1-1002
- Associated asset: means an asset that meets the requirements stated in § Virginia Code 13.1-1088
- Commission: means the State Corporation Commission of Virginia. 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
- Member: means a person that has been admitted to membership in a limited liability company as provided in § Virginia Code 13.1-1002
- Person: includes a protected series. See Virginia Code 13.1-1002
- Protected series manager: means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed pursuant to the operating agreement, this article, and other provisions of this chapter. See Virginia Code 13.1-1088
- Record: when used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Virginia Code 13.1-1002
1. A protected series of a series limited liability company is deemed to be a limited liability company that is organized separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company;
2. An associated member of the protected series is deemed to be a member of the series limited liability company;
3. A protected series assignee of the protected series is deemed to be an assignee of the series limited liability company;
4. A protected series membership interest of the protected series is deemed to be a membership interest of the series limited liability company;
5. A protected series manager is deemed to be a manager of the series limited liability company;
6. An asset of the protected series is deemed to be an asset of the series limited liability company, whether or not the asset is an associated asset of the protected series; and
7. Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the series limited liability company.
B. Subsection A does not apply if its application would:
1. Vary § 13.1-1023, subsection B or C of § 13.1-1092, or § 13.1-1093; or
2. Require the Commission to:
a. Accept for filing a type of record that this chapter expressly does not authorize or require a person to deliver to the Commission for filing; or
b. Make or deliver a record that neither this article nor any other provision of this chapter authorizes or requires the Commission to make or deliver.
2019, c. 636.