Terms Used In Virginia Code > Title 13.1 > Chapter 12 - Virginia Limited Liability Company Act

• Affiliate: means with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with such person. See Virginia Code 58.1-439.18
• after the merger: means when a merger under § Virginia Code 13.1-1088
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appraisal: A determination of property value.
• Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
• 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
• Assessment: as used in this subtitle , shall include an assessment made pursuant to notice by the Department of Taxation and self-assessments made by a taxpayer upon the filing of a return or otherwise not pursuant to notice. See Virginia Code 58.1-1820
• Asset: means property:

  1. See Virginia Code 13.1-1088

• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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
• Associated member: means , with respect to a protected series, a member that meets the requirements stated in § Virginia Code 13.1-1088
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Authority: means the Virginia Housing Development Authority, or its successor agency. See Virginia Code 58.1-439.29
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• before the merger: means before a merger under § Virginia Code 13.1-1088
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Bequest: Property gifted by will.
• Board: means the Board of Conservation and Recreation. See Virginia Code 10.1-400
• Business firm: means any corporation, partnership, electing small business (Subchapter S) corporation, limited liability company, or sole proprietorship authorized to do business in this Commonwealth subject to tax imposed by Articles 2 (§ Virginia Code 58.1-439.18
• Charity: An agency, institution, or organization in existence and operating for the benefit of an indefinite number of persons and conducted for educational, religious, scientific, medical, or other beneficent purposes.
• Chief: means the Chief of the Division of Mines of the Department of Energy. See Virginia Code 45.2-100
• City: means an independent incorporated community which became a city as provided by law before noon on July 1, 1971, or which has within defined boundaries a population of 5,000 or more and which has become a city as provided by law. See Virginia Code 1-208
• Claimant agency: means any administrative unit of state, county, city or town government, including department, institution, commission, authority, or the office of Executive Secretary of the Supreme Court, any circuit or district court and the Internal Revenue Service. See Virginia Code 58.1-520
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-1002
• Continuance: Putting off of a hearing ot trial until a later time.
• Continuing protected series: means a protected series of a surviving company that continues in uninterrupted existence after a merger under § Virginia Code 13.1-1088
• Contract: A legal written agreement that becomes binding when signed.
• Contribution: means any cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a member contributes to a limited liability company in his capacity as a member. See Virginia Code 13.1-1002
• Converting entity: means the domestic limited liability company, partnership, or limited partnership that adopts a plan of entity conversion pursuant to this article. See Virginia Code 13.1-1081
• Credit period: means the credit period as defined in § 42(f)(1) of the Internal Revenue Code, as amended. See Virginia Code 58.1-439.29
• dam or other structure: means any structure extending from bank to bank of a river that will interfere with the normal movement of waterborne traffic, interfere with the normal movement of fish or wildlife, raise the water level on the upstream side of the structure, or lower the water level on the downstream side of the structure. See Virginia Code 10.1-407
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Debtor: means any individual having a delinquent debt or account with any claimant agency which obligation has not been satisfied by court order, set aside by court order, or discharged in bankruptcy. See Virginia Code 58.1-520
• Decedent: A deceased person.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Delinquent debt: means any liquidated sum due and owing any claimant agency, or any restitution ordered paid to a clerk of the court pursuant to Virginia Code 58.1-520
• Department: means the Department of Taxation. See Virginia Code 58.1-1
• Department: means the Department of Conservation and Recreation. See Virginia Code 10.1-400
• Director: means the Director of the Department of Conservation and Recreation. See Virginia Code 10.1-400
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Distribution: means a direct or indirect transfer of money or other property, or incurrence of indebtedness by a limited liability company, to or for the benefit of its members in respect of their interests. See Virginia Code 13.1-1002
• domestic limited liability company: means an entity that is an unincorporated organization organized and existing under this chapter, or that has become a domestic limited liability company of the Commonwealth pursuant to § 13. See Virginia Code 13.1-1002
• Domestic partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under § Virginia Code 13.1-1002
• Domesticated limited liability company: means the domesticating limited liability company as it continues in existence after a domestication. See Virginia Code 13.1-1074
• Domesticating limited liability company: means the domestic limited liability company that approves a plan of domestication pursuant to § Virginia Code 13.1-1074
• Domestication: means a transaction pursuant to this article, including domestication of a foreign limited liability company as a domestic limited liability company or domestication of a domestic limited liability company in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name. See Virginia Code 13.1-1074
• Donee: The recipient of a gift.
• Donor: The person who makes a gift.
• Education: means any type of scholastic instruction or scholastic assistance to a low-income person or an eligible student with a disability. See Virginia Code 58.1-439.18
• Electronic transmission: means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by the recipient through an automated process. See Virginia Code 13.1-1002
• Eligibility certificate: means a certificate issued by the Authority to the owner of a qualified project certifying that such project qualifies for the Virginia housing opportunity tax credit authorized by this article, and specifying the amount of housing opportunity tax credits that the owner of such qualified project may claim in each year of the credit period. See Virginia Code 58.1-439.29
• Eligible interests: means , as to a partnership, partnership interest as specified in § Virginia Code 13.1-1002
• Eligible pre-kindergarten child: means a child who is (i) a resident of Virginia; (ii) an at-risk four-year-old unable to obtain services through Head Start or Virginia Preschool Initiative programs; and (iii) enrolled in, eligible to attend, or attending a nonpublic pre-kindergarten program and whose family (a) does not have an annual household income in excess of 300 percent of the current poverty guidelines or 400 percent of such guidelines in cases in which an individualized education program has been written and finalized for the child in accordance with the federal Individuals with Disabilities Education Act (IDEA), regulations promulgated pursuant to IDEA, and regulations of the Board of Education; (b) is homeless as defined in Virginia Code 58.1-439.25
• Eligible student with a disability: means a student (i) for whom an individualized educational program has been written and finalized in accordance with the federal Individuals with Disabilities Education Act (IDEA), regulations promulgated pursuant to IDEA, and regulations of the Board of Education and (ii) whose family's annual household income is not in excess of 400 percent of the current poverty guidelines. See Virginia Code 58.1-439.18
• Eligible student with a disability: means a child who is a resident of Virginia for whom an Individualized Education Plan (IEP) has been written and finalized in accordance with the federal Individuals with Disabilities Education Act (IDEA), regulations promulgated pursuant to IDEA, and regulations of the Board of Education. See Virginia Code 58.1-439.25
• Entity: includes any domestic or foreign limited liability company, any domestic or foreign other business entity, any estate or trust, and any state, the United States, and any foreign government. See Virginia Code 13.1-1002
• Entity conversion: means conversion. See Virginia Code 13.1-1002
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Federal low-income housing tax credit: means the federal tax credit as provided in § 42 of the Internal Revenue Code, as amended. See Virginia Code 58.1-439.29
• Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
• Fiduciary: A trustee, executor, or administrator.
• Foreign limited liability company: means an entity, excluding a foreign business trust, that is an unincorporated organization that is organized under laws other than the laws of the Commonwealth and that is denominated by that law as a limited liability company, and that affords to each of its members, pursuant to the laws under which it is organized, limited liability with respect to the liabilities of the entity. See Virginia Code 13.1-1002
• Foreign partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership. See Virginia Code 13.1-1002
• Foreign protected series: means a protected series established by a foreign series limited liability company and having attributes comparable to a protected series established under Article 16 (§ Virginia Code 13.1-1002
• Foreign series limited liability company: means a foreign limited liability company having at least one foreign protected series. See Virginia Code 13.1-1002
• Housing assistance: means furnishing financial assistance, labor, material, or technical advice to aid the physical improvement of the homes of low-income persons. See Virginia Code 58.1-439.18
• 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
• Intestate: Dying without leaving a will.
• Job training: means any type of instruction to an individual who is a low-income person that enables him to acquire vocational skills so that he can become employable or able to seek a higher grade of employment. See Virginia Code 58.1-439.18
• Jurisdiction: when used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. See Virginia Code 13.1-1002
• Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign limited liability company or other business entity. See Virginia Code 13.1-1002
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lien: A claim against real or personal property in satisfaction of a debt.
• Low-income person: means an individual whose family's annual household income is not in excess of 300 percent of the current poverty guidelines. See Virginia Code 58.1-439.18
• 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
• Merger: means a business combination pursuant to § Virginia Code 13.1-1069.1
• Merging company: means a limited liability company that is party to a merger under § Virginia Code 13.1-1088
• National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. ^{Source: OCC}
• Neighborhood assistance: means providing community services, education, housing assistance, or job training. See Virginia Code 58.1-439.18
• Neighborhood organization: means any local, regional or statewide organization whose primary function is providing neighborhood assistance and holding a ruling from the Internal Revenue Service of the United States Department of the Treasury that the organization is exempt from income taxation under the provisions of §§ 501(c)(3) and 501(c)(4) of the Internal Revenue Code of 1986, as amended from time to time, or any organization defined as a community action agency in the Economic Opportunity Act of 1964 (42 U. See Virginia Code 58.1-439.18
• Non-associated asset: means :

  1. See Virginia Code 13.1-1088

• Non-surviving company: means a merging company whose separate existence ceases after a merger under § Virginia Code 13.1-1088
• Nonpublic pre-kindergarten program: means a pre-kindergarten program that is not operated, directly or indirectly, by a federal, state, or local government entity and that is (i) a preschool program designed for child development and kindergarten preparation that complies with nonpublic school accreditation requirements administered by the Virginia Council for Private Education pursuant to § Virginia Code 58.1-439.25
• Notary: means notary public. See Virginia Code 1-226
• Operating agreement: means an agreement of the members as to the affairs of a limited liability company and the conduct of its business, or a writing or agreement of a limited liability company with one member that satisfies the requirements of subdivision A 2 of § Virginia Code 13.1-1002
• Organic law: means the statute governing the internal affairs of a domestic or foreign limited liability company or other business entity. See Virginia Code 13.1-1002
• Other business entity: means a domestic or foreign partnership, limited partnership, business trust, stock corporation, or nonstock corporation. See Virginia Code 13.1-1002
• Party to a merger: means any domestic or foreign limited liability company or other business entity that will merge under a plan of merger. See Virginia Code 13.1-1069.1
• Person: includes a protected series. See Virginia Code 13.1-1002
• Personal property: All property that is not real property.
• Personal representative: includes the executor of a will or the administrator of the estate of a decedent, the administrator of such estate with the will annexed, the administrator of such estate unadministered by a former representative, whether there is a will or not, any person who is under the order of a circuit court to take into his possession the estate of a decedent for administration, and every other curator of a decedent's estate, for or against whom suits may be brought for causes of action that accrued to or against the decedent. See Virginia Code 1-234
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
• Poverty guidelines: means the poverty guidelines for the 48 contiguous states and the District of Columbia updated annually in the Federal Register by the U. See Virginia Code 58.1-439.18
• Poverty guidelines: means the poverty guidelines for the 48 contiguous states and the District of Columbia updated annually in the Federal Register by the U. See Virginia Code 58.1-439.25
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Principal office: means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign limited liability company are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the limited liability company. See Virginia Code 13.1-1002
• Principal office of the protected series: means the office, in or out of the Commonwealth, where the principal executive offices of a protected series of a domestic or foreign series limited liability company are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the protected series. See Virginia Code 13.1-1088
• Professional services: means any type of personal service to the public that requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization and shall include, but shall not be limited to, the personal services rendered by medical doctors, dentists, architects, professional engineers, certified public accountants, attorneys-at-law, and veterinarians. See Virginia Code 58.1-439.18
• Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Virginia Code 13.1-1002
• Protected series assignee: includes a person that owns a protected series membership interest as a result of ceasing to be an associated member of a protected series. See Virginia Code 13.1-1088
• 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
• Protected series membership interest: means the share of the profits and losses of a protected series and the right to receive distributions. See Virginia Code 13.1-1088
• Qualified educational expenses: means school-related tuition and instructional fees and materials, including textbooks, workbooks, and supplies used solely for school-related work. See Virginia Code 58.1-439.25
• Qualified project: means a qualified low-income building, as defined in § 42(c) of the Internal Revenue Code, as amended, that is located in Virginia, is placed in service on or after January 1, 2021, and is issued an eligibility certificate. See Virginia Code 58.1-439.29
• Qualified taxpayer: means a taxpayer owning an interest, direct or indirect, through one or more pass-through entities, in a qualified project at any time prior to filing a tax return claiming a housing opportunity tax credit. See Virginia Code 58.1-439.29
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• 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
• Refund: means any individual's Virginia state or local income tax refund payable pursuant to § Virginia Code 58.1-520
• Relocated protected series: means a protected series of a non-surviving company which, after a merger under § Virginia Code 13.1-1088
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
• Resulting entity: means the domestic stock corporation, business trust, or limited liability company that is in existence upon consummation of an entity conversion pursuant to this article. See Virginia Code 13.1-1081
• River: means a flowing body of water, or a section or portion thereof. See Virginia Code 10.1-400
• Scenic river: means a river or section or portion of a river that has been designated a "scenic river" by an act of the General Assembly and that possesses superior natural and scenic beauty, fish and wildlife, and historic, recreational, geologic, cultural, and other assets. See Virginia Code 10.1-400
• Scholarship foundation: means a nonstock, nonprofit corporation that is (i) exempt from taxation under § 501(c)(3) of the Internal Revenue Code of 1954, as amended or renumbered; (ii) approved by the Department of Education in accordance with the provisions of § Virginia Code 58.1-439.25
• Scholastic assistance: means (i) counseling or supportive services to elementary school, middle school, secondary school, or postsecondary school students or their parents in developing a postsecondary academic or vocational education plan, including college financing options for such students or their parents, or (ii) scholarships. See Virginia Code 58.1-439.18
• Service of process: The service of writs or summonses to the appropriate party.
• 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
• state agency: means the same as that term is defined in § Virginia Code 1-206
• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• Student: means a child who is a resident of Virginia and (i) in the current school year has enrolled and attended a public school in the Commonwealth for at least one-half of the year, (ii) for the school year that immediately preceded his receipt of a scholarship foundation scholarship was enrolled and attended a public school in the Commonwealth for at least one-half of the year, (iii) is a prior recipient of a scholarship foundation scholarship, (iv) is eligible to enter kindergarten or eligible to enter first grade, or (v) for the school year that immediately preceded his receipt of a scholarship foundation scholarship was domiciled in a state other than the Commonwealth and did not attend a nonpublic school in the Commonwealth for more than one-half of the school year. See Virginia Code 58.1-439.25
• Surviving company: means a merging company that is the survivor of a merger under § Virginia Code 13.1-1088
• tax credit: means the tax credit created by this article. See Virginia Code 58.1-439.29
• Taxpayer: means an individual, corporation, S corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, or nonprofit organization. See Virginia Code 58.1-439.29
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Town: means any existing town or an incorporated community within one or more counties which became a town before noon, July 1, 1971, as provided by law or which has within defined boundaries a population of 1,000 or more and which has become a town as provided by law. See Virginia Code 1-254
• Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
• Transfer: includes an assignment, a conveyance, a sale, a lease, an encumbrance including a mortgage or security interest, a gift, and a transfer by operation of law. See Virginia Code 13.1-1002
• Trustee: A person or institution holding and administering property in trust.
• Uniform Commercial Code: A set of statutes enacted by the various states to provide consistency among the states' commercial laws. It includes negotiable instruments, sales, stock transfers, trust and warehouse receipts, and bills of lading. ^{Source: OCC}
• United States: includes a district, authority, bureau, commission, department, and any other agency of the United States. See Virginia Code 13.1-1002
• User fees: Fees charged to users of goods or services provided by the government. In levying or authorizing these fees, the legislature determines whether the revenue should go into the treasury or should be available to the agency providing the goods or services.
• Venue: The geographical location in which a case is tried.
• Virginia Quality: means a quality rating and improvement system for early childhood programs administered in partnership between the Virginia Early Childhood Foundation and the Office of Early Childhood Development of the Department of Social Services. See Virginia Code 58.1-439.25
• Virginia Scenic Rivers System: means those rivers or sections of rivers designated as a scenic river by an act of the General Assembly. See Virginia Code 10.1-400
• Virginia tax liability: means the income taxes imposed by Articles 2 (§ Virginia Code 58.1-439.29