Limited liability companies; bound by its operating agreement whether or not executes. (SB1241)

Introduced By

Sen. Walter Stosch (R-Glen Allen)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


Limited liability companies. Provides that a limited liability company is bound by its operating agreement whether or not the limited liability company executes the operating agreement. The measure clarifies that the existing restrictions on distributions by a limited liability company do not apply to distributions of assets upon the company's dissolution. The period during which a member of a limited liability company is liable for a wrongful distribution made by the company is shortened from six to two years. The grounds for dissociating a member from a limited liability company are revised to remove the existing provision that states that a transfer of the member's interest for security purposes or by a court order charging the interest does not provide grounds for the member's expulsion if such a transfer or charging has not been foreclosed. The provision that a claim against a dissolved limited liability company is barred in certain circumstances if the claimant does not commence enforcement proceedings within 90 days from delivery of written confirmation of the claim to the dissolved company is revised to require that the claimant's proceeding be commenced within 90 days from the effective date of the notice from the company. The measure also provides that a dissolved limited liability company may apply for a court determination of the security to be provided for payment of claims that are based on a liability that will mature more than 60 days after the delivery of notice to the claimant. The Professional Limited Liability Company Act is amended to provide that the obligation of such a company to pay a former member the value of his interest when his membership is terminated is not contingent upon the company's continuation. The measure also makes several technical revisions to the Limited Liability Company Act. Read the Bill »


Bill Has Passed


01/13/2009Prefiled and ordered printed; offered 01/14/09 090027332
01/13/2009Referred to Committee on Commerce and Labor
01/19/2009Reported from Commerce and Labor (14-Y 0-N) (see vote tally)
01/21/2009Impact statement from SCC (SB1241)
01/21/2009Constitutional reading dispensed (39-Y 0-N) (see vote tally)
01/22/2009Read second time and engrossed
01/23/2009Read third time and passed Senate (40-Y 0-N) (see vote tally)
02/02/2009Placed on Calendar
02/02/2009Read first time
02/02/2009Referred to Committee on Commerce and Labor
02/17/2009Reported from Commerce and Labor (20-Y 0-N) (see vote tally)
02/19/2009Read second time
02/20/2009Passed by for the day
02/23/2009Passed by for the day
02/24/2009Read third time
02/24/2009Passed House BLOCK VOTE (99-Y 0-N)
02/24/2009VOTE: BLOCK VOTE PASSAGE (99-Y 0-N) (see vote tally)
02/28/2009Bill text as passed Senate and House (SB1241ER)
02/28/2009Signed by Speaker
03/03/2009Impact statement from SCC (SB1241ER)
03/04/2009Signed by President
03/30/2009G Approved by Governor-Chapter 763 (effective 7/1/09)
03/30/2009G Acts of Assembly Chapter text (CHAP0763)