Virginia Limited Liability Company Act

Summary for Business Owners

 Our Outline covers the following topics:

Table of Contents

1. General.

1.1. Governing Statute.

1.2. Registered Office.

1.3. Agent for Service of Process.

1.4. Permitted Business.

1.5. Books and Records.

1.6. Annual Fees.

 

2. Formation of Limited Liability Companies and Organic Changes.

 

2.1. Formation of Limited Liability Companies.

             2.1.1. Filing Articles of Organization.

             2.1.2. Form and Contents of Articles of Organization.

2.1.3. Name of Limited Liability Company.

2.1.4. Form and Contents of Operating Agreement.

                    2.1.4.1. Required Contents.

                    2.1.4.2. Permitted Contents.

2.1.5. Signature Requirements.

2.1.6. Unauthorized Assumption of Powers as Limited Liability Company.

 

2.2. Amendment to Articles of Organization

            2.2.1. When Amendments Are Necessary

            2.2.2. Form and Content of Articles of Amendment.

                    2.2.3. Signature Requirements.

        2.3. Mergers and Consolidations.

        2.4. Conversion of Partnership.

 

3. Members.

        3.1. Number of Members.

3.2. Types of Members.

3.3. Admission of Members.

3.4. Voting Rights of Members.

3.5. Management by Members.

3.6. Inspection of Books and Records.

3.7. Liability of Members.

3.8. Assignment of Membership Interests.

          3.8.1. Nature of Membership Interest.

          3.8.2. Assignment of Membership Interest.

          3.8.3. Charging Order.

 

4. Management and Operation of Limited Liability Company.

4.1. Management by Members.

4.2. Management by Managers.

          4.2.1. Qualification of Managers.

          4.2.2. Election and Term of Managers.

          4.2.3. Duties of Managers.

4.3. Indemnification

4.4. Limitation on Liability.

 

5. Finance.

5.1. Form of Member Contributions.

          5.1.1. Liability for Contributions.

5.2. Distributions and Allocations for Profits and Losses.

          5.2.1. Distributions.

                   5.2.1.1. Sharing of Distributions.

                   5.2.1.2. Right of Distributions.

                   5.2.1.3. Distributions in Kind.

                   5.2.1.4. Obligation to Return Distributions.

          5.2.2. Profit and Loss Allocations.

 

6. Distributions and Withdrawals.

        6.1. Resignation by Members.

 

7. Distribution and Termination of the Limited Liability Company.

        7.1. Events Requiring Dissolution.

7.2. Winding Up.

7.3. Distribution of Assets Upon Dissolution.

7.4. Certificate of Cancellation.

 

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