{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-1024.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-1024.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-1024.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-1024.1.html"}],"law_id":346321,"edition_id":2,"section_id":346321,"structure_id":49733,"section_number":"13.1-1024.1","catch_line":"General standards of conduct for a manager","history":"1992, c. 574.","full_text":"A\n\nA manager shall discharge his or its duties as a manager in accordance with the manager’s good faith business judgment of the best interests of the limited liability company.\n\nB\n\nUnless a manager has knowledge or information concerning the matter in question that makes reliance unwarranted, a manager is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:\n\n1\n\nOne or more managers or employees of the limited liability company whom the manager believes, in good faith, to be reliable and competent in the matters presented;\n\n2\n\nLegal counsel, public accountants, or other persons as to matters the manager believes, in good faith, are within the person’s professional or expert competence; or\n\n3\n\nA committee of the managers of which the manager is not a member if the manager believes, in good faith, that the committee merits confidence.\n\nC\n\nA person alleging a violation of this section has the burden of proving the violation.\n\nD\n\nFor the purposes of this section only, the term “manager” shall be deemed to include any member that is participating in the management of the limited liability company.\n\n","order_by":null,"text":{"0":{"id":1290987,"text":"A manager shall discharge his or its duties as a manager in accordance with the manager’s good faith business judgment of the best interests of the limited liability company.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1290988,"text":"Unless a manager has knowledge or information concerning the matter in question that makes reliance unwarranted, a manager is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":1290989,"text":"One or more managers or employees of the limited liability company whom the manager believes, in good faith, to be reliable and competent in the matters presented;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":1290990,"text":"Legal counsel, public accountants, or other persons as to matters the manager believes, in good faith, are within the person’s professional or expert competence; or","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":1290991,"text":"A committee of the managers of which the manager is not a member if the manager believes, in good faith, that the committee merits confidence.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":1290992,"text":"A person alleging a violation of this section has the burden of proving the violation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"6":{"id":1290993,"text":"For the purposes of this section only, the term “manager” shall be deemed to include any member that is participating in the management of the limited liability company.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":49733,"edition_id":2,"name":"Relationship of Members to Each Other","identifier":"5","label":"article","depth":3,"order_by":5,"parent_id":49728,"metadata":{"child_laws":9,"child_structures":0},"date_created":"2026-08-02 02:14:05","date_modified":"2026-08-02 12:29:19","permalink":{"id":1375825,"object_type":"structure","relational_id":49733,"identifier":"5","token":"13.1\/12\/5","url":"\/13.1\/12\/5\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49728,"edition_id":2,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":15,"parent_id":49726,"metadata":{"child_laws":156,"child_structures":16},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:18","permalink":{"id":1375353,"object_type":"structure","relational_id":49728,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346318,"structure_id":49733,"section_number":"13.1-1022","catch_line":"Management of limited liability company","url":"\/13.1-1022\/","token":"13.1\/12\/5\/13.1-1022","metadata":{"court_decisions":{"0":{"name":" .\u202f.\u202f. Official Committee of Unsecured Creditors v. Virginia .\u202f.\u202f. ","case_number":"No. 12-62535","citation":"498 B.R. 90","date":"2013-09-09","url":"https:\/\/www.courtlistener.com\/opinion\/8523822\/official-committee-of-unsecured-creditors-v-virginia-broadband-llc-in-re\/","abstract":" .\u202f.\u202f. MEMORANDUM OPINION DENYING CREDITORS\u2019 COMMITTEE\u2019S MOTION TO DISMISS UNDER 11 U.S.C. \u00a7 1112(b) .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, W.D. Virginia"},"1":{"name":"Williams v. White","case_number":"14-70057","citation":"412 B.R. 860","date":"2009-08-05","url":"https:\/\/www.courtlistener.com\/opinion\/1551791\/williams-v-white\/","abstract":" .\u202f.\u202f. 412 B.R. 860 (2009) .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, W.D. Virginia"},"2":{"name":"Spain v. Williams (In Re Williams)","case_number":"19-30666","citation":"455 B.R. 485","date":"2011-05-19","url":"https:\/\/www.courtlistener.com\/opinion\/2195040\/spain-v-williams-in-re-williams\/","abstract":" .\u202f.\u202f. 455 B.R. 485 (2011) .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, E.D. Virginia"},"3":{"name":"In Re Garrison-Ashburn L.C.","case_number":"15-30156","citation":"253 B.R. 700","date":"2000-08-25","url":"https:\/\/www.courtlistener.com\/opinion\/1967311\/in-re-garrison-ashburn-lc\/","abstract":" .\u202f.\u202f. 253 B.R. 700 (2000) .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, E.D. Virginia"},"4":{"name":"In Re DeLuca","case_number":"19-10684","citation":"194 B.R. 79","date":"1996-02-08","url":"https:\/\/www.courtlistener.com\/opinion\/1992968\/in-re-deluca\/","abstract":" .\u202f.\u202f. 194 B.R. 79 (1996) .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, E.D. Virginia"},"5":{"name":"JTB Enterprises, L.C. v. D & B Venture, L.C. (In re DeLUCA)","case_number":"Bankruptcy No. 95-11924-AM; Adv. No. 95-1182","citation":"194 B.R. 79","date":"1996-02-08","url":"https:\/\/www.courtlistener.com\/opinion\/8519845\/jtb-enterprises-lc-v-d-b-venture-lc-in-re-deluca\/","abstract":" .\u202f.\u202f. MEMORANDUM OPINION .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, E.D. Virginia"},"6":{"name":"Gowin v. Granite Depot, LLC","case_number":"Record 052240.","citation":"634 S.E.2d 714","date":"2006-09-15","url":"https:\/\/www.courtlistener.com\/opinion\/1058789\/gowin-v-granite-depot-llc\/","abstract":" .\u202f.\u202f. 634 S.E.2d 714 (2006) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"7":{"name":"Logan Antigone v. Jay C. Taustin","case_number":"0364254","citation":null,"date":"2026-06-16","url":"https:\/\/www.courtlistener.com\/opinion\/10875776\/logan-antigone-v-jay-c-taustin\/","abstract":" .\u202f.\u202f. COURT OF APPEALS OF VIRGINIA .\u202f.\u202f. ","court_html":"COA<\/abbr>"},"8":{"name":"Ospta v. Summit Group Properties","case_number":"110849","citation":"724 S.E.2d 718","date":"2012-04-20","url":"https:\/\/www.courtlistener.com\/opinion\/1057891\/ospta-v-summit-group-properties\/","abstract":" .\u202f.\u202f. 724 S.E.2d 718 (2012) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"9":{"name":"Jeb Stuart Auction Services, LLC v. West American Insurance","case_number":"Case No. 4:14-cv-00047","citation":"122 F. Supp. 3d 479","date":"2015-08-13","url":"https:\/\/www.courtlistener.com\/opinion\/7314986\/jeb-stuart-auction-services-llc-v-west-american-insurance\/","abstract":" .\u202f.\u202f. MEMORANDUM OPINION .\u202f.\u202f. ","court_html":"District Court, W.D. Virginia"}}}},{"id":346320,"structure_id":49733,"section_number":"13.1-1023","catch_line":"Operating agreement","url":"\/13.1-1023\/","token":"13.1\/12\/5\/13.1-1023","metadata":false},{"id":346319,"structure_id":49733,"section_number":"13.1-1023.1","catch_line":"Remedies for breach of operating agreement by member or manager","url":"\/13.1-1023.1\/","token":"13.1\/12\/5\/13.1-1023.1","metadata":false},{"id":346322,"structure_id":49733,"section_number":"13.1-1024","catch_line":"Management of a limited liability company by a manager or managers","url":"\/13.1-1024\/","token":"13.1\/12\/5\/13.1-1024","metadata":false},{"id":346321,"structure_id":49733,"section_number":"13.1-1024.1","catch_line":"General standards of conduct for a manager","url":"\/13.1-1024.1\/","token":"13.1\/12\/5\/13.1-1024.1","metadata":false},{"id":346323,"structure_id":49733,"section_number":"13.1-1025","catch_line":"Limitation of liability of members and managers; exception","url":"\/13.1-1025\/","token":"13.1\/12\/5\/13.1-1025","metadata":false},{"id":346324,"structure_id":49733,"section_number":"13.1-1026","catch_line":"Business transactions of members or managers with the limited liability company","url":"\/13.1-1026\/","token":"13.1\/12\/5\/13.1-1026","metadata":false},{"id":346325,"structure_id":49733,"section_number":"13.1-1027","catch_line":"Contributions","url":"\/13.1-1027\/","token":"13.1\/12\/5\/13.1-1027","metadata":false},{"id":346326,"structure_id":49733,"section_number":"13.1-1028","catch_line":"Information and records","url":"\/13.1-1028\/","token":"13.1\/12\/5\/13.1-1028","metadata":false}],"previous_section":{"id":346322,"structure_id":49733,"section_number":"13.1-1024","catch_line":"Management of a limited liability company by a manager or managers","url":"\/13.1-1024\/","token":"13.1\/12\/5\/13.1-1024","metadata":false},"next_section":{"id":346323,"structure_id":49733,"section_number":"13.1-1025","catch_line":"Limitation of liability of members and managers; exception","url":"\/13.1-1025\/","token":"13.1\/12\/5\/13.1-1025","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1024.1\/","history_text":"

This law was first created in 1992. The record of its establishment is cataloged in chapter 574 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1992 \u201cActs\u201d aren\u2019t available online.<\/p>","references":false,"refers_to":false,"permalink":{"id":1375843,"object_type":"law","relational_id":346321,"identifier":"13.1-1024.1","token":"13.1\/12\/5\/13.1-1024.1","url":"\/13.1-1024.1\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-1024.1\/","token":"13.1\/12\/5\/13.1-1024.1","dublin_core":{"Title":"General standards of conduct for a manager","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1024.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A manager<\/span> shall discharge his or its duties as a manager<\/span> in accordance with the manager<\/span>’s good faith business judgment<\/span> of the best interests<\/span> of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless a manager<\/span> has knowledge or information concerning the matter in question that makes reliance unwarranted, a manager<\/span> is entitled to rely on information, opinions<\/span>, reports or statements, including financial statements and other financial data, if prepared or presented by: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> One or more managers<\/span> or employees of the limited liability company<\/span> whom the manager<\/span> believes, in good faith, to be reliable and competent in the matters presented; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Legal counsel<\/span>, public accountants, or other persons<\/span> as to matters the manager<\/span> believes, in good faith, are within the person<\/span>’s professional or expert competence; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A committee of the managers<\/span> of which the manager<\/span> is not a member<\/span> if the manager<\/span> believes, in good faith, that the committee merits confidence. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A person<\/span> alleging a violation of this section has the burden of proving the violation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> For the purposes of this section only, the term “manager<\/span>” shall be deemed to include any member<\/span> that is participating in the management of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nGENERAL STANDARDS OF CONDUCT FOR A MANAGER (\u00a7 13.1-1024.1)\n\nA. A manager shall discharge his or its duties as a manager in accordance with\nthe manager’s good faith business judgment of the best interests of the\nlimited liability company.\n\nB. Unless a manager has knowledge or information concerning the matter in\nquestion that makes reliance unwarranted, a manager is entitled to rely on\ninformation, opinions, reports or statements, including financial statements and\nother financial data, if prepared or presented by:\n\n 1. One or more managers or employees of the limited liability company whom the\n manager believes, in good faith, to be reliable and competent in the matters\n presented;\n\n 2. Legal counsel, public accountants, or other persons as to matters the\n manager believes, in good faith, are within the person’s professional or\n expert competence; or\n\n 3. A committee of the managers of which the manager is not a member if the\n manager believes, in good faith, that the committee merits confidence.\n\nC. A person alleging a violation of this section has the burden of proving the\nviolation.\n\nD. For the purposes of this section only, the term “manager” shall\nbe deemed to include any member that is participating in the management of the\nlimited liability company.\n\nHISTORY: 1992, c. 574.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}