Terms Used In Virginia Code > Title 13.1 > Chapter 12 > Article 7 - Rights of and Assignment by Members.

• Appraisal: A determination of property value.
• 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
• 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
• 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
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Department: means the Department of Taxation. See Virginia Code 58.1-1
• 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
• 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
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• 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.
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• 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
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• in writing: include any representation of words, letters, symbols, numbers, or figures, whether (i) printed or inscribed on a tangible medium or (ii) stored in an electronic or other medium and retrievable in a perceivable form and whether an electronic signature authorized by Virginia Code 1-257
• Includes: means includes, but not limited to. See Virginia Code 1-218
• 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
• 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.
• 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
• Month: means a calendar month and "year" means a calendar year. See Virginia Code 1-223
• 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
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: includes a protected series. See Virginia Code 13.1-1002
• Person: includes any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or any other legal or commercial entity and any successor, representative, agent, agency, or instrumentality thereof. See Virginia Code 1-230
• 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
• Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
• 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
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
• 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.
• United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
• 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.