13.1-1038.1 - Admission of members. - Virginia Statutes

§ 13.1-1038.1. Admission of members.

A. Subject to subsection B, a person may become a member in a limitedliability company:

1. In the case of a person acquiring a membership interest directly from thelimited liability company, upon compliance with an operating agreement or, ifthe operating agreement does not so provide, upon the consent of a majorityof the managers of a manager-managed limited liability company or a majorityvote of the members of a member-managed limited liability company;

2. In the case of an assignee of a membership interest, as provided insubsection A of § 13.1-1040;

3. In the case of a limited liability company that has no members as of thecommencement of its existence under § 13.1-1004, as provided in any writingsigned by both the initial member or members and the managers, if any aredesignated in the articles of organization, or, if no managers are sodesignated, the organizers;

4. In the case of a limited liability company the last remaining member ofwhich has dissociated, (i) as provided in a writing executed by the successorin interest of that member, who may provide for the admission of thesuccessor in interest or its nominee or designee to the limited liabilitycompany as a member, effective as of the occurrence of the event that causedthe dissociation of the last remaining member, provided that the articles oforganization or an operating agreement may provide that the successor ininterest of the last remaining member shall be obligated to agree in writingto the admission of the successor in interest of that member or its nomineeor designee to the limited liability company as a member, effective as of theoccurrence of the event that caused the dissociation of the last remainingmember, or (ii) in the manner provided for in the articles of organization oran operating agreement, effective as of the occurrence of the event thatcaused the dissociation of the last remaining member, pursuant to a provisionof the articles of organization or an operating agreement that specificallyprovides for the admission of a member to the limited liability company afterthere is no longer a remaining member of the limited liability company;

5. In the case of a person being admitted as a member of a limited liabilitycompany pursuant to a merger approved in accordance with § 13.1-1071, asprovided in the articles of merger or an operating agreement of the survivinglimited liability company; and

6. In the case of a person being admitted as a member of a limited liabilitycompany pursuant to a conversion or domestication of a partnership,non-United States entity, foreign limited liability company, or corporationinto a domestic limited liability company in accordance with Article 12.2 (§13.1-722.8 et seq.) of Chapter 9 of this title or § 13.1-1010.1 or §13.1-1010.3, or, effective on and after November 1, 2006, Article 14 (§13.1-1074 et seq.) of Chapter 12 of this title, as provided in the articlesof organization or an operating agreement of the converted or domesticatedlimited liability company at the time of conversion or domestication.

B. The effective time of admission of a member to a limited liability companyshall be the later of:

1. The date the limited liability company is formed; or

2. The time provided in an operating agreement, articles of merger orarticles of organization, as applicable, or, if no such time is providedtherein, then when the person's admission is reflected in the records of thelimited liability company.

C. A person may be admitted to a limited liability company as a member of thelimited liability company and may receive a membership interest in thelimited liability company without making a contribution or being obligated tomake a contribution to the limited liability company. Unless otherwiseprovided in the articles of organization or an operating agreement:

1. A person may be admitted to a limited liability company as a member of thelimited liability company without acquiring a membership interest in thelimited liability company; and

2. A person may be admitted as the sole member of a limited liability companywithout making a contribution or being obligated to make a contribution tothe limited liability company or without acquiring a membership interest inthe limited liability company.

(1993, c. 113; 1997, c. 190; 2000, c. 581; 2001, c. 548; 2005, c. 255; 2006,cc. 748, 912.)