13.1-1115 - Transfer of membership interests. - Virginia Statutes

§ 13.1-1115. Transfer of membership interests.

A. No member of a professional limited liability company organized under thischapter may sell, assign in whole or in part, or otherwise transfer thatmember's membership interest in the professional limited liability companyexcept to (i) the professional limited liability company, (ii) anotherindividual or professional business entity that is eligible to be a member ofthat professional limited liability company, or (iii) a qualified charitableremainder trust as described in subsection B. In the case of a professionallimited liability company rendering the services of architects, professionalengineers, land surveyors and certified landscape architects, or anycombination thereof, no person or professional business entity which is notduly licensed or otherwise legally authorized to render one of those serviceswill be eligible unless at least two-thirds of the remaining membershipinterests after the sale or transfer are held by persons or professionalbusiness entities duly licensed or otherwise legally authorized to performone of those services.

B. As used in this section, "qualified charitable remainder trust" means atrust meeting the requirements of § 664 of the United States Internal RevenueCode of 1986, as amended, and which meets all of the following conditions:

1. Has one or more current income beneficiaries, all of which are eligible tobe members in the professional limited liability company under § 13.1-1103.

2. Has a trustee or independent special trustee who:

a. Is eligible to have a membership interest in the professional limitedliability company under § 13.1-1103; and

b. Has exclusive authority over the membership interests while such interestsare held in the trust.

3. Has one or more irrevocably designated charitable remaindermen, all ofwhich must at all times be domiciled or maintain a local chapter in theCommonwealth of Virginia.

4. When transferring any assets during the term of the trust to charitableorganizations, the distributions are made only to charitable organizationsdescribed in § 170 (c) of the Internal Revenue Code that are domiciled ormaintain a local chapter in this Commonwealth.

(1992, c. 574; 1999, c. 100.)