Virginia § 13.1-1042 Right of action; standing; condition precedent; stay of proceeding

Virginia Statutes

§ 13.1-1042 — Right of action; standing; condition precedent; stay of proceeding

Virginia § 13.1-1042

Title 13.1CORPORATIONS

Ch. 12VIRGINIA LIMITED LIABILITY COMPANY ACT

Art. 8DERIVATIVE ACTIONS

This text of Virginia § 13.1-1042 (Right of action; standing; condition precedent; stay of proceeding) is published on Counsel Stack Legal Research, covering Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Va. Code Ann. § 13.1-1042 (2026).

Text

A.A member shall not commence or maintain a derivative proceeding unless the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company and is a proper plaintiff pursuant to § 13.1-1043.

B.No member may commence a derivative proceeding until:

1.A written demand has been made on the limited liability company to take suitable action; and

2.Ninety days have expired from the date delivery of the demand was made unless (i) the member has been notified before the expiration of 90 days that the demand has been rejected by the limited liability company or (ii) irreparable injury to the limited liability company would result by waiting until the end of the 90-day period.

C.If the limited liability company c

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A. A member shall not commence or maintain a derivative proceeding unless the member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company and is a proper plaintiff pursuant to § 13.1-1043.

B. No member may commence a derivative proceeding until:

1. A written demand has been made on the limited liability company to take suitable action; and

2. Ninety days have expired from the date delivery of the demand was made unless (i) the member has been notified before the expiration of 90 days that the demand has been rejected by the limited liability company or (ii) irreparable injury to the limited liability company would result by waiting until the end of the 90-day period.

C. If the limited liability company commences a review and evaluation of the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.