Virginia § 13.1-1099.7 Limitations on liability

Virginia Statutes

§ 13.1-1099.7 — Limitations on liability

Virginia § 13.1-1099.7

Title 13.1Corporations

Ch. 12Virginia Limited Liability Company Act

Art. 16Protected Series

This text of Virginia § 13.1-1099.7 (Limitations on liability) 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. § 13.1-1099.7 (2026).

Text

A.A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:

1.A protected series of a series limited liability company solely by reason of being or acting as:

a.An associated member, protected series manager, or protected series assignee of the protected series; or

b.A member, manager, or an assignee of the series limited liability company; or

2.A series limited liability company solely by reason of being or acting as an associated member, protected series manager, or protected series assignee of a protected series of the series limited liability company.

B.Subject to § 13.1-1099.10, the following rules apply:

1.A debt, obligation, or other liability of a series limited liability company is solely the de

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A. A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of:

1. A protected series of a series limited liability company solely by reason of being or acting as:

a. An associated member, protected series manager, or protected series assignee of the protected series; or

b. A member, manager, or an assignee of the series limited liability company; or

2. A series limited liability company solely by reason of being or acting as an associated member, protected series manager, or protected series assignee of a protected series of the series limited liability company.

B. Subject to § 13.1-1099.10, the following rules apply:

1. A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the series limited liability company.

2. A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.

3. A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the series limited liability company solely by reason of the protected series being a protected series of the series limited liability company or the series limited liability company:

a. Being or acting as a protected series manager of the protected series;

b. Having the protected series manage the series limited liability company; or

c. Owning a protected series membership interest of the protected series.

4. A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the series limited liability company or another protected series of the series limited liability company solely by reason of:

a. Being a protected series of the series limited liability company;

b. Being or acting as a manager of the series limited liability company or a protected series manager of another protected series of the series limited liability company; or

c. Having the series limited liability company or another protected series of the series limited liability company be or act as a protected series manager of the protected series.