Virginia § 13.1-1099.5 Management

Virginia Statutes

§ 13.1-1099.5 — Management

Virginia § 13.1-1099.5

Title 13.1Corporations

Ch. 12Virginia Limited Liability Company Act

Art. 16Protected Series

This text of Virginia § 13.1-1099.5 (Management) 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. § 13.1-1099.5 (2026).

Text

A.A protected series may have more than one protected series manager.

B.If a protected series has no associated members, the series limited liability company is the protected series manager.

C.Section 13.1-1094 shall be applicable to the determination of any duties of a protected series manager of a protected series of a series limited liability company to:

1.The protected series;

2.Any associated member of the protected series; and

3.Any protected series assignee of the protected series.

D.Solely by reason of being or acting as a protected series manager of a protected series of a series limited liability company, a person owes no duty to:

1.The series limited liability company;

2.Another protected series of the series limited liability company; or

3.Another person in t

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A. A protected series may have more than one protected series manager.

B. If a protected series has no associated members, the series limited liability company is the protected series manager.

C. Section 13.1-1094 shall be applicable to the determination of any duties of a protected series manager of a protected series of a series limited liability company to:

1. The protected series;

2. Any associated member of the protected series; and

3. Any protected series assignee of the protected series.

D. Solely by reason of being or acting as a protected series manager of a protected series of a series limited liability company, a person owes no duty to:

1. The series limited liability company;

2. Another protected series of the series limited liability company; or

3. Another person in that person's capacity as:

a. A member of the series limited liability company that is not an associated member of the protected series;

b. A protected series assignee or protected series manager of another protected series; or

c. An assignee of the series limited liability company.

E. An associated member of a protected series of a series limited liability company has the same rights as any other member of the series limited liability company to vote on or consent to an amendment to the series limited liability company's operating agreement or any other matter being decided by the members, whether or not the amendment or matter affects the interests of the protected series or the associated member.

F. Sections 13.1-1042 through 13.1-1045 apply to a protected series in accordance with § 13.1-1094.

G. An associated member of a protected series is an agent for the protected series with power to bind the protected series to the same extent that a member of a limited liability company is under subdivision A 1 of § 13.1-1021.1 an agent for the series limited liability company with statutory power to bind the company.