CODE OF VIRGINIA

DEFINITIONS (§ 13.1-1002)

As used in this chapter:”Articles of organization” means all
documents constituting, at any particular time, the articles of organization of
a limited liability company. The articles of organization include the original
articles of organization, the original certificate of organization issued by the
Commission, and all amendments to the articles of organization. When the
articles of organization have been restated pursuant to any articles of
restatement, amendment, domestication, or merger, the articles of organization
include only the restated articles of organization without the articles of
restatement, amendment, domestication, or merger.”Bankruptcy” means,
with respect to any person, being the subject of an order for relief under Title
11 of the United States Code.”Commission” means the State
Corporation Commission of Virginia.”Contribution” means any cash,
property or services rendered, or a promissory note or other binding obligation
to contribute cash or property or to perform services, which a member
contributes to a limited liability company in his capacity as a
member.”Distribution” means a direct or indirect transfer of money
or other property, or incurrence of indebtedness by a limited liability company,
to or for the benefit of its members in respect of their
interests.”Domestic business trust” has the same meaning as
specified in § 13.1-1201.”Domestic corporation” has the same
meaning as specified in § 13.1-603.”Domestic limited partnership”
has the same meaning as specified in § 50-73.1.”Domestic nonstock
corporation” has the same meaning as “domestic corporation” as
specified in § 13.1-803.”Domestic other business entity” means a
partnership, limited partnership, business trust, stock corporation, or nonstock
corporation that is formed, organized, or incorporated under the laws of the
Commonwealth.”Domestic partnership” means an association of two or
more persons to carry on as co-owners a business for profit formed under §
50-73.88, or predecessor law of the Commonwealth, and includes, for all purposes
of the laws of the Commonwealth, a registered limited liability
partnership.”Domestic stock corporation” has the same meaning as
“domestic corporation” as specified in § 13.1-603.”Electronic
transmission” means any form of communication, not directly involving the
physical transmission of paper, that creates a record that may be retained,
retrieved, and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by the recipient through an automated process. Any term
used in this definition that is defined in § 59.1-480 of the Uniform Electronic
Transactions Act (§ 59.1-479 et seq.) shall have the meaning set forth in that
section.”Eligible interests” means, as to a partnership, partnership
interest as specified in § 50-73.79; as to a limited partnership, partnership
interest as specified in § 50-73.1; as to a business trust, the beneficial
interest of a beneficial owner as specified in § 13.1-1226; as to a stock
corporation, shares as specified in § 13.1-603; or, as to a nonstock
corporation, membership interest as specified in § 13.1-803.”Foreign
business trust” has the same meaning as specified in §
13.1-1201.”Foreign corporation” has the same meaning as specified in
§ 13.1-603.”Foreign limited liability company” means an entity,
excluding a foreign business trust, that is an unincorporated organization that
is organized under laws other than the laws of the Commonwealth and that is
denominated by that law as a limited liability company, and that affords to each
of its members, pursuant to the laws under which it is organized, limited
liability with respect to the liabilities of the entity.”Foreign limited
partnership” has the same meaning as specified in §
50-73.1.”Foreign nonstock corporation” has the same meaning as
“foreign corporation” as specified in § 13.1-803.”Foreign
other business entity” means a partnership, limited partnership, business
trust, stock corporation, or nonstock corporation that is formed, organized, or
incorporated under the laws of a state or jurisdiction other than the
Commonwealth.”Foreign partnership” means an association of two or
more persons to carry on as co-owners a business for profit formed under the
laws of any state or jurisdiction other than the Commonwealth, and includes, for
all purposes of the laws of the Commonwealth, a foreign registered limited
liability partnership.”Foreign registered limited liability
partnership” has the same meanings as specified in §§ 50-2 and
50-73.79.”Foreign stock corporation” has the same meaning as
“foreign corporation” as specified in § 13.1-603.”Limited
liability company” or “domestic limited liability company”
means an entity that is an unincorporated organization organized and existing
under this chapter, or that has become a domestic limited liability company of
the Commonwealth pursuant to § 13.1-1010.3 as it existed prior to its repeal,
even though also being a non-United States entity organized under laws other
than the laws of the Commonwealth, or that has become a domestic limited
liability company of the Commonwealth pursuant to § 56-1, even though also
being a non-United States entity organized under laws other than the laws of the
Commonwealth, or that has become a domestic limited liability company of the
Commonwealth pursuant to § 13.1-1010.1 as it existed prior to its repeal, or
that has become a domestic limited liability company of the Commonwealth
pursuant to Article 12.2 (§ 13.1-722.8 et seq.) of Chapter 9, Article 17.1 (§
13.1-944.1 et seq.) of Chapter 10, Article 14 (§ 13.1-1074 et seq.) or Article
15 (§ 13.1-1081 et seq.) of this chapter, or Article 12 (§ 13.1-1264 et seq.)
of Chapter 14. A limited liability company’s status for federal tax
purposes shall not affect its status as a distinct entity organized and existing
under this chapter.”Manager” or “managers” means a
person or persons designated by the members of a limited liability company to
manage the limited liability company as provided in the articles of organization
or an operating agreement.”Manager-managed limited liability
company” means a limited liability company that is managed by a manager or
managers as provided for in its articles of organization or an operating
agreement.”Member” means a person that has been admitted to
membership in a limited liability company as provided in § 13.1-1038.1 and that
has not ceased to be a member.”Member-managed limited liability
company” means a limited liability company that is not a manager-managed
limited liability company.”Membership interest” or
“interest” means a member’s share of the profits and the
losses of the limited liability company and the right to receive distributions
of the limited liability company’s assets.”Non-United States
entity” means a foreign limited liability company (other than one formed
under the laws of a state), or a corporation, business trust or association,
real estate investment trust, common-law trust, or any other unincorporated
business, including a partnership, formed, incorporated, organized, created or
that otherwise came into being under the laws of any foreign country or other
foreign jurisdiction (other than any state).”Operating agreement”
means an agreement of the members as to the affairs of a limited liability
company and the conduct of its business, or a writing or agreement of a limited
liability company with one member that satisfies the requirements of subdivision
A 2 of § 13.1-1023.”Person” has the same meaning as specified in §
13.1-603.”Principal office” means the office, in or out of the
Commonwealth, where the principal executive offices of a domestic or foreign
limited liability company are located or, if there are no such offices, the
office, in or out of the Commonwealth, so designated by the limited liability
company. The designation of the principal office in the most recent statement of
change filed pursuant to § 13.1-1018.1 shall be conclusive for the purpose of
this chapter.”State,” when referring to a part of the United States,
includes a state, commonwealth and the District of Columbia, and their agencies
and governmental subdivisions; and a territory or insular possession, and their
agencies and governmental subdivisions, of the United States.”United
States” includes a district, authority, bureau, commission, department,
and any other agency of the United States.

HISTORY: 1991, c. 168; 1992, cc. 574, 575; 1993, c. 113; 1995, c. 168; 1996, c.
265; 1997, c. 190; 2001, c. 548; 2002, cc. 288, 621; 2003, c. 340; 2005, c. 255;
2006, c. 912; 2007, cc. 233, 639; 2009, cc. 450, 763; 2016, c. 288.