§ 13.1-1117. Conversion into nonprofessional company; disposition ofmembership interests of deceased or disqualified members.
A. A professional limited liability company organized under this chaptershall continue until dissolved in accordance with other provisions of thischapter or the provisions of Article 9 (§ 13.1-1046 et seq.) of Chapter 12 ofthis title.
B. Whenever all members of a professional limited liability company licensedunder this chapter cease at any one time and for any reason to be licensed,certified or registered in the particular field of endeavor for which theprofessional limited liability company was organized, or by the vote of theholders of at least two-thirds of its membership interests, the professionallimited liability company thereupon shall be treated as converted into, andshall operate henceforth solely as, a limited liability company underapplicable provisions of this title, exclusive of this chapter, but may bereconverted upon removal of the disability or by the vote of the holders ofat least two-thirds of its membership interests.
C. Following the occurrence of any event that terminates the continuedmembership of a member in a professional limited liability company, includinga disqualification that terminates a member's membership as provided in §13.1-1116, the limited liability company shall pay to the former member orthe former member's successor in interest the value of the interest of theformer member. The time of payment and value of the interest of the formermember shall be determined in the manner provided in writing in the articlesof organization or an operating agreement of the limited liability company,and to the extent not so provided in the articles of organization or anoperating agreement, the payment shall be made within one year following theoccurrence of the event that terminates the former member's membership andfor the book value of the interest, determined as of the end of the monthimmediately preceding the event that terminated the membership of the formermember. If applicable, the book value shall be determined from the books andrecords of the limited liability company in accordance with the generallyaccepted accounting principles on the accrual method of accounting. Nosubsequent adjustment of this book value, whether by the limited liabilitycompany itself, by federal income tax audit made and agreed to, or by a courtdecision which has become final, shall alter the amount of the payment to bemade.
D. An arrangement or provision in the articles of organization, operatingagreement or by contract may be made to transfer any membership interest heldby a disqualified charitable remainder trust to the professional limitedliability company or to persons qualified to hold such an interest under §13.1-1103, whether made before or after the disqualification of a charitableremainder trust, provided that the membership interest involved shall havebeen so transferred within one year following such disqualification.
(1992, c. 574; 1995, c. 168; 1996, c. 265; 1999, c. 100; 2009, c. 763.)
§ 13.1-1117. Conversion into nonprofessional company; disposition ofmembership interests of deceased or disqualified members.
A. A professional limited liability company organized under this chaptershall continue until dissolved in accordance with other provisions of thischapter or the provisions of Article 9 (§ 13.1-1046 et seq.) of Chapter 12 ofthis title.
B. Whenever all members of a professional limited liability company licensedunder this chapter cease at any one time and for any reason to be licensed,certified or registered in the particular field of endeavor for which theprofessional limited liability company was organized, or by the vote of theholders of at least two-thirds of its membership interests, the professionallimited liability company thereupon shall be treated as converted into, andshall operate henceforth solely as, a limited liability company underapplicable provisions of this title, exclusive of this chapter, but may bereconverted upon removal of the disability or by the vote of the holders ofat least two-thirds of its membership interests.
C. Following the occurrence of any event that terminates the continuedmembership of a member in a professional limited liability company, includinga disqualification that terminates a member's membership as provided in §13.1-1116, the limited liability company shall pay to the former member orthe former member's successor in interest the value of the interest of theformer member. The time of payment and value of the interest of the formermember shall be determined in the manner provided in writing in the articlesof organization or an operating agreement of the limited liability company,and to the extent not so provided in the articles of organization or anoperating agreement, the payment shall be made within one year following theoccurrence of the event that terminates the former member's membership andfor the book value of the interest, determined as of the end of the monthimmediately preceding the event that terminated the membership of the formermember. If applicable, the book value shall be determined from the books andrecords of the limited liability company in accordance with the generallyaccepted accounting principles on the accrual method of accounting. Nosubsequent adjustment of this book value, whether by the limited liabilitycompany itself, by federal income tax audit made and agreed to, or by a courtdecision which has become final, shall alter the amount of the payment to bemade.
D. An arrangement or provision in the articles of organization, operatingagreement or by contract may be made to transfer any membership interest heldby a disqualified charitable remainder trust to the professional limitedliability company or to persons qualified to hold such an interest under §13.1-1103, whether made before or after the disqualification of a charitableremainder trust, provided that the membership interest involved shall havebeen so transferred within one year following such disqualification.
(1992, c. 574; 1995, c. 168; 1996, c. 265; 1999, c. 100; 2009, c. 763.)
§ 13.1-1117. Conversion into nonprofessional company; disposition ofmembership interests of deceased or disqualified members.
A. A professional limited liability company organized under this chaptershall continue until dissolved in accordance with other provisions of thischapter or the provisions of Article 9 (§ 13.1-1046 et seq.) of Chapter 12 ofthis title.
B. Whenever all members of a professional limited liability company licensedunder this chapter cease at any one time and for any reason to be licensed,certified or registered in the particular field of endeavor for which theprofessional limited liability company was organized, or by the vote of theholders of at least two-thirds of its membership interests, the professionallimited liability company thereupon shall be treated as converted into, andshall operate henceforth solely as, a limited liability company underapplicable provisions of this title, exclusive of this chapter, but may bereconverted upon removal of the disability or by the vote of the holders ofat least two-thirds of its membership interests.
C. Following the occurrence of any event that terminates the continuedmembership of a member in a professional limited liability company, includinga disqualification that terminates a member's membership as provided in §13.1-1116, the limited liability company shall pay to the former member orthe former member's successor in interest the value of the interest of theformer member. The time of payment and value of the interest of the formermember shall be determined in the manner provided in writing in the articlesof organization or an operating agreement of the limited liability company,and to the extent not so provided in the articles of organization or anoperating agreement, the payment shall be made within one year following theoccurrence of the event that terminates the former member's membership andfor the book value of the interest, determined as of the end of the monthimmediately preceding the event that terminated the membership of the formermember. If applicable, the book value shall be determined from the books andrecords of the limited liability company in accordance with the generallyaccepted accounting principles on the accrual method of accounting. Nosubsequent adjustment of this book value, whether by the limited liabilitycompany itself, by federal income tax audit made and agreed to, or by a courtdecision which has become final, shall alter the amount of the payment to bemade.
D. An arrangement or provision in the articles of organization, operatingagreement or by contract may be made to transfer any membership interest heldby a disqualified charitable remainder trust to the professional limitedliability company or to persons qualified to hold such an interest under §13.1-1103, whether made before or after the disqualification of a charitableremainder trust, provided that the membership interest involved shall havebeen so transferred within one year following such disqualification.
(1992, c. 574; 1995, c. 168; 1996, c. 265; 1999, c. 100; 2009, c. 763.)
