{"data":{"id":"us-va/va.-code-13.1-1040","jurisdiction":"us-va","citation":"Va. Code § 13.1-1040","heading":"Right of assignee to become member","body":"A. Except as otherwise provided in writing in the articles of organization or an operating agreement, an assignee of an interest in a limited liability company may become a member only by the consent of a majority of the member-managers (other than the assignor member) of a manager-managed limited liability company of which one or more members is a manager, or by a majority vote of the members (other than the assignor member) of any other limited liability company.B. An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement and this chapter. An assignee who becomes a member also is liable for any obligations of his assignor to make contributions and return distributions as provided in Articles 5 (§ 13.1-1022 et seq.) and 6 (§ 13.1-1029 et seq.) of this chapter. However, an assignee who becomes a member is not obligated for liabilities of the assignor unknown to him at the time he or it became a member.C. If an assignee of an interest in a limited liability company becomes a member, the assignor is not released from his liability under §§ 13.1-1027 and 13.1-1036 to the limited liability company.1991, c. 168; 1994, c. 348; 1995, c. 168; 1997, c. 190.","path":["Title 13.1. CORPORATIONS","Chapter 12. VIRGINIA LIMITED LIABILITY COMPANY ACT","Article 7. RIGHTS OF AND ASSIGNMENT BY MEMBERS"],"source_url":"https://law.lis.virginia.gov/vacode/13.1-1040/","current_through":"9/4/2026","vintage":"","retrieved_at":"2026-09-04T15:14:14Z","sha256":"0dae6e659c403d0bb2f685c8ce684ad1e7eaaff10e4f84e7ee3cda7d532ef548","source_id":"us-va","stale":true,"prev":"us-va/va.-code-13.1-1039","next":"us-va/va.-code-13.1-1040.1"},"notice":"GroundRules: Original legal text. Not legal advice."}