{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-1040.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-1040.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-1040.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-1040.1.html"}],"law_id":346339,"edition_id":2,"section_id":346339,"structure_id":49735,"section_number":"13.1-1040.1","catch_line":"Events causing member’s dissociation","history":"1998, c. 432; 2002, c. 288; 2009, c. 763.","full_text":"Except as otherwise provided in the articles of organization or an operating agreement, a member is dissociated from a limited liability company upon the occurrence of any of the following events:\n\n1\n\nTo the extent resignation of a member is provided for in writing in the articles of organization or an operating agreement, the limited liability company’s having notice of the member’s express will to resign as a member on a later date specified by the member in the notice or, if no later date is specified, the date of notice;\n\n2\n\nAn event agreed to in the articles of organization or an operating agreement as causing the member’s dissociation;\n\n3\n\nThe member’s expulsion pursuant to the articles of organization or an operating agreement;\n\n4\n\nThe member’s expulsion by the unanimous vote of the other members if:\n\t\t\ta. It is unlawful to carry on the business of the limited liability company with that member; or\n\n\t\t\tb. There has been an assignment or transfer of all or substantially all of that member’s membership interest, other than a transfer for security purposes or a court order charging the member’s interest;\n\n5\n\nOn application by the limited liability company or another member, the member’s expulsion by judicial determination because:\n\t\t\ta. The member engaged in wrongful conduct that adversely and materially affected the business of the limited liability company;\n\n\t\t\tb. The member willfully or persistently committed a material breach of the articles of organization or an operating agreement; or\n\n\t\t\tc. The member engaged in conduct relating to the business of the limited liability company which makes it not reasonably practicable to carry on the business with the member;\n\n6\n\nThe member’s:\n\t\t\ta. Becoming a debtor in bankruptcy;\n\n\t\t\tb. Executing an assignment for the benefit of creditors;\n\n\t\t\tc. Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that member or of all or substantially all of that member’s property; or\n\n\t\t\td. Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member’s property obtained without the member’s consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;\n\n7\n\nIn the case of a member who is an individual:\n\t\t\ta. The member’s death;\n\n\t\t\tb. The appointment of a guardian, committee or conservator for the member; or\n\n\t\t\tc. A judicial determination that the member has otherwise become incapable of performing the member’s duties under the articles of organization or an operating agreement;\n\n8\n\nIn the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited liability company, but not merely by reason of the substitution of a successor trustee;\n\n9\n\nIn the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited liability company, but not merely by reason of the substitution of a successor personal representative;\n\n10\n\nTermination of a member who is not an individual, partnership, corporation, limited liability company, trust, or estate;\n\n11\n\nThe expiration of ninety days after the limited liability company notifies a corporate member that it will be expelled because it has filed articles of dissolution or the equivalent, its existence has been terminated or its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, if there is no revocation of the certificate of dissolution or no reinstatement of its existence, its charter or its right to conduct business; or\n\n12\n\nA partnership or limited liability company that is a member has been dissolved and its business is being wound up.\n\n","order_by":null,"text":{"0":{"id":1291060,"text":"Except as otherwise provided in the articles of organization or an operating agreement, a member is dissociated from a limited liability company upon the occurrence of any of the following events:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":1291061,"text":"To the extent resignation of a member is provided for in writing in the articles of organization or an operating agreement, the limited liability company’s having notice of the member’s express will to resign as a member on a later date specified by the member in the notice or, if no later date is specified, the date of notice;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":1291062,"text":"An event agreed to in the articles of organization or an operating agreement as causing the member’s dissociation;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":1291063,"text":"The member’s expulsion pursuant to the articles of organization or an operating agreement;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":1291064,"text":"The member’s expulsion by the unanimous vote of the other members if:\n\t\t\ta. It is unlawful to carry on the business of the limited liability company with that member; or\t\t\tb. There has been an assignment or transfer of all or substantially all of that member’s membership interest, other than a transfer for security purposes or a court order charging the member’s interest;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":1291065,"text":"On application by the limited liability company or another member, the member’s expulsion by judicial determination because:\n\t\t\ta. The member engaged in wrongful conduct that adversely and materially affected the business of the limited liability company;\t\t\tb. The member willfully or persistently committed a material breach of the articles of organization or an operating agreement; or\t\t\tc. The member engaged in conduct relating to the business of the limited liability company which makes it not reasonably practicable to carry on the business with the member;","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":1291066,"text":"The member’s:\n\t\t\ta. Becoming a debtor in bankruptcy;\t\t\tb. Executing an assignment for the benefit of creditors;\t\t\tc. Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that member or of all or substantially all of that member’s property; or\t\t\td. Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member’s property obtained without the member’s consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5","next_prefix":"7"},"7":{"id":1291067,"text":"In the case of a member who is an individual:\n\t\t\ta. The member’s death;\t\t\tb. The appointment of a guardian, committee or conservator for the member; or\t\t\tc. A judicial determination that the member has otherwise become incapable of performing the member’s duties under the articles of organization or an operating agreement;","type":"section","prefixes":["7"],"prefix":"7","entire_prefix":"7","prefix_anchor":"7","level":1,"prior_prefix":"6","next_prefix":"8"},"8":{"id":1291068,"text":"In the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited liability company, but not merely by reason of the substitution of a successor trustee;","type":"section","prefixes":["8"],"prefix":"8","entire_prefix":"8","prefix_anchor":"8","level":1,"prior_prefix":"7","next_prefix":"9"},"9":{"id":1291069,"text":"In the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited liability company, but not merely by reason of the substitution of a successor personal representative;","type":"section","prefixes":["9"],"prefix":"9","entire_prefix":"9","prefix_anchor":"9","level":1,"prior_prefix":"8","next_prefix":"10"},"10":{"id":1291070,"text":"Termination of a member who is not an individual, partnership, corporation, limited liability company, trust, or estate;","type":"section","prefixes":["10"],"prefix":"10","entire_prefix":"10","prefix_anchor":"10","level":1,"prior_prefix":"9","next_prefix":"11"},"11":{"id":1291071,"text":"The expiration of ninety days after the limited liability company notifies a corporate member that it will be expelled because it has filed articles of dissolution or the equivalent, its existence has been terminated or its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, if there is no revocation of the certificate of dissolution or no reinstatement of its existence, its charter or its right to conduct business; or","type":"section","prefixes":["11"],"prefix":"11","entire_prefix":"11","prefix_anchor":"11","level":1,"prior_prefix":"10","next_prefix":"12"},"12":{"id":1291072,"text":"A partnership or limited liability company that is a member has been dissolved and its business is being wound up.","type":"section","prefixes":["12"],"prefix":"12","entire_prefix":"12","prefix_anchor":"12","level":1,"prior_prefix":"11"}},"ancestry":[{"id":49735,"edition_id":2,"name":"Rights of and Assignment by Members","identifier":"7","label":"article","depth":3,"order_by":7,"parent_id":49728,"metadata":{"child_laws":8,"child_structures":0},"date_created":"2026-08-02 02:14:07","date_modified":"2026-08-02 12:29:19","permalink":{"id":1375901,"object_type":"structure","relational_id":49735,"identifier":"7","token":"13.1\/12\/7","url":"\/13.1\/12\/7\/","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":346337,"structure_id":49735,"section_number":"13.1-1038","catch_line":"Nature of interest in limited liability company","url":"\/13.1-1038\/","token":"13.1\/12\/7\/13.1-1038","metadata":false},{"id":346336,"structure_id":49735,"section_number":"13.1-1038.1","catch_line":"Admission of members","url":"\/13.1-1038.1\/","token":"13.1\/12\/7\/13.1-1038.1","metadata":false},{"id":346338,"structure_id":49735,"section_number":"13.1-1039","catch_line":"Assignment of interest","url":"\/13.1-1039\/","token":"13.1\/12\/7\/13.1-1039","metadata":false},{"id":346341,"structure_id":49735,"section_number":"13.1-1040","catch_line":"Right of assignee to become member","url":"\/13.1-1040\/","token":"13.1\/12\/7\/13.1-1040","metadata":false},{"id":346339,"structure_id":49735,"section_number":"13.1-1040.1","catch_line":"Events causing member's dissociation","url":"\/13.1-1040.1\/","token":"13.1\/12\/7\/13.1-1040.1","metadata":false},{"id":346340,"structure_id":49735,"section_number":"13.1-1040.2","catch_line":"Effect of a member's dissociation","url":"\/13.1-1040.2\/","token":"13.1\/12\/7\/13.1-1040.2","metadata":false},{"id":346343,"structure_id":49735,"section_number":"13.1-1041","catch_line":"Repealed","url":"\/13.1-1041\/","token":"13.1\/12\/7\/13.1-1041","metadata":false},{"id":346342,"structure_id":49735,"section_number":"13.1-1041.1","catch_line":"Member's transferable interest subject to charging order","url":"\/13.1-1041.1\/","token":"13.1\/12\/7\/13.1-1041.1","metadata":false}],"previous_section":{"id":346341,"structure_id":49735,"section_number":"13.1-1040","catch_line":"Right of assignee to become member","url":"\/13.1-1040\/","token":"13.1\/12\/7\/13.1-1040","metadata":false},"next_section":{"id":346340,"structure_id":49735,"section_number":"13.1-1040.2","catch_line":"Effect of a member's dissociation","url":"\/13.1-1040.2\/","token":"13.1\/12\/7\/13.1-1040.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1040.1\/","history_text":"

This law was first created in 1998. The record of its establishment is cataloged in chapter 432<\/a> 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. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2002, chapter 288<\/a>; in 2009, chapter 763<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1375919,"object_type":"law","relational_id":346339,"identifier":"13.1-1040.1","token":"13.1\/12\/7\/13.1-1040.1","url":"\/13.1-1040.1\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-1040.1\/","token":"13.1\/12\/7\/13.1-1040.1","dublin_core":{"Title":"Events causing member’s dissociation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1040.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Except as otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, a member<\/span> is dissociated from a limited liability company<\/span> upon the occurrence of any of the following events:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To the extent resignation of a member<\/span> is provided for in writing in the articles of organization<\/span> or an operating agreement<\/span>, the limited liability company<\/span>’s having notice of the member<\/span>’s express will to resign as a member<\/span> on a later date specified by the member<\/span> in the notice or, if no later date is specified, the date of notice; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> An event agreed to in the articles of organization<\/span> or an operating agreement<\/span> as causing the member<\/span>’s dissociation; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The member<\/span>’s expulsion pursuant to the articles of organization<\/span> or an operating agreement<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The member<\/span>’s expulsion by the unanimous vote of the other members<\/span> if:\n\t\t\ta. It is unlawful to carry on the business of the limited liability company<\/span> with that member<\/span>; or

\t\t\tb. There has been an assignment or transfer<\/span> of all or substantially all of that member<\/span>’s membership interest<\/span>, other than a transfer<\/span> for security purposes or a court order<\/span> charging the member<\/span>’s interest; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> On application by the limited liability company<\/span> or another member<\/span>, the member<\/span>’s expulsion by judicial determination because:\n\t\t\ta. The member<\/span> engaged in wrongful conduct that adversely and materially affected the business of the limited liability company<\/span>;

\t\t\tb. The member<\/span> willfully or persistently committed a material<\/span> breach of the articles of organization<\/span> or an operating agreement<\/span>; or

\t\t\tc. The member<\/span> engaged in conduct relating to the business of the limited liability company<\/span> which makes it not reasonably practicable to carry on the business with the member<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The member<\/span>’s:\n\t\t\ta. Becoming a debtor in bankruptcy<\/span>;

\t\t\tb. Executing an assignment for the benefit of creditors<\/span>;

\t\t\tc. Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that member<\/span> or of all or substantially all of that member<\/span>’s property<\/span>; or

\t\t\td. Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member<\/span> or of all or substantially all of the member<\/span>’s property<\/span> obtained without the member<\/span>’s consent or acquiescence, or failing within ninety days after the expiration of a stay<\/span> to have the appointment vacated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> In the case of a member<\/span> who is an individual:\n\t\t\ta. The member<\/span>’s death;

\t\t\tb. The appointment of a guardian, committee or conservator for the member<\/span>; or

\t\t\tc. A judicial determination that the member<\/span> has otherwise become incapable of performing the member<\/span>’s duties under the articles of organization<\/span> or an operating agreement<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> In the case of a member<\/span> that is a trust or is acting as a member<\/span> by virtue of being a trustee of a trust, distribution<\/span> of the trust’s entire transferable interest in the limited liability company<\/span>, but not merely by reason of the substitution of a successor trustee; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> In the case of a member<\/span> that is an estate or is acting as a member<\/span> by virtue of being a personal representative of an estate, distribution<\/span> of the estate’s entire transferable interest in the limited liability company<\/span>, but not merely by reason of the substitution of a successor personal representative; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> Termination of a member<\/span> who is not an individual, partnership, corporation, limited liability company<\/span>, trust, or estate; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> The expiration of ninety days after the limited liability company<\/span> notifies a corporate member<\/span> that it will be expelled because it has filed articles of dissolution or the equivalent, its existence has been terminated or its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction<\/span> of its incorporation, if there is no revocation<\/span> of the certificate of dissolution or no reinstatement of its existence, its charter or its right to conduct business; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> A partnership or limited liability company<\/span> that is a member<\/span> has been dissolved and its business is being wound up. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEVENTS CAUSING MEMBER’S DISSOCIATION (\u00a7 13.1-1040.1)\n\nExcept as otherwise provided in the articles of organization or an operating\nagreement, a member is dissociated from a limited liability company upon the\noccurrence of any of the following events:\n\n1. To the extent resignation of a member is provided for in writing in the\narticles of organization or an operating agreement, the limited liability\ncompany’s having notice of the member’s express will to resign as a\nmember on a later date specified by the member in the notice or, if no later\ndate is specified, the date of notice;\n\n2. An event agreed to in the articles of organization or an operating agreement\nas causing the member’s dissociation;\n\n3. The member’s expulsion pursuant to the articles of organization or an\noperating agreement;\n\n4. The member’s expulsion by the unanimous vote of the other members if:\n\t\t\ta. It is unlawful to carry on the business of the limited liability company\nwith that member; or\t\t\tb. There has been an assignment or transfer of all or\nsubstantially all of that member’s membership interest, other than a\ntransfer for security purposes or a court order charging the member’s\ninterest;\n\n5. On application by the limited liability company or another member, the\nmember’s expulsion by judicial determination because:\n\t\t\ta. The member engaged in wrongful conduct that adversely and materially\naffected the business of the limited liability company;\t\t\tb. The member\nwillfully or persistently committed a material breach of the articles of\norganization or an operating agreement; or\t\t\tc. The member engaged in conduct\nrelating to the business of the limited liability company which makes it not\nreasonably practicable to carry on the business with the member;\n\n6. The member’s:\n\t\t\ta. Becoming a debtor in bankruptcy;\t\t\tb. Executing an assignment for the\nbenefit of creditors;\t\t\tc. Seeking, consenting to, or acquiescing in the\nappointment of a trustee, receiver, or liquidator of that member or of all or\nsubstantially all of that member’s property; or\t\t\td. Failing, within\nninety days after the appointment, to have vacated or stayed the appointment of\na trustee, receiver, or liquidator of the member or of all or substantially all\nof the member’s property obtained without the member’s consent or\nacquiescence, or failing within ninety days after the expiration of a stay to\nhave the appointment vacated;\n\n7. In the case of a member who is an individual:\n\t\t\ta. The member’s death;\t\t\tb. The appointment of a guardian, committee or\nconservator for the member; or\t\t\tc. A judicial determination that the member has\notherwise become incapable of performing the member’s duties under the\narticles of organization or an operating agreement;\n\n8. In the case of a member that is a trust or is acting as a member by virtue of\nbeing a trustee of a trust, distribution of the trust’s entire\ntransferable interest in the limited liability company, but not merely by reason\nof the substitution of a successor trustee;\n\n9. In the case of a member that is an estate or is acting as a member by virtue\nof being a personal representative of an estate, distribution of the\nestate’s entire transferable interest in the limited liability company,\nbut not merely by reason of the substitution of a successor personal\nrepresentative;\n\n10. Termination of a member who is not an individual, partnership, corporation,\nlimited liability company, trust, or estate;\n\n11. The expiration of ninety days after the limited liability company notifies a\ncorporate member that it will be expelled because it has filed articles of\ndissolution or the equivalent, its existence has been terminated or its charter\nhas been revoked, or its right to conduct business has been suspended by the\njurisdiction of its incorporation, if there is no revocation of the certificate\nof dissolution or no reinstatement of its existence, its charter or its right to\nconduct business; or\n\n12. A partnership or limited liability company that is a member has been\ndissolved and its business is being wound up.\n\nHISTORY: 1998, c. 432; 2002, c. 288; 2009, c. 763.","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"}}