CODE OF VIRGINIA

CONSTRUCTION (§ 13.1-1001.1)

A. Unless displaced by particular provisions of this chapter, the principles of
law and equity supplement this chapter.

B. Sections 9-406 and 9-408 of the Uniform Commercial Code, including §§
8.9A-406 and 8.9A-408, do not apply to any interest in a limited liability
company, including all rights, powers and interests arising under the articles
of organization or operating agreement of a limited liability company or this
chapter. This provision prevails over §§ 8.9A-406 and 8.9A-408, and is
expressly intended to permit the enforcement as a fundamental matter of contract
among the members of a limited liability company of any provision of an
operating agreement that would otherwise be ineffective under § 9-406 or §
9-408 of the Uniform Commercial Code.

C. This chapter shall be construed in furtherance of the policies of giving
maximum effect to the principle of freedom of contract and of enforcing
operating agreements.

HISTORY: 1993, c. 113; 2003, c. 340.