PROFESSIONAL LIMITED LIABILITY COMPANY for LICENSED PROFESSIONALS VIRGINIAElectronic Version STATUTORY REFERENCES CODE OF VIRGINIA, Title 13.1, §§ 13.1-1000 through 13.1-1073 (Virginia Limited Liability Company Act) CODE OF VIRGINIA, Title 13.1, §§ 13.1-1100 through 13.1-1123 (Virginia Professional Limited Liability Company Act) The Code of Virginia can be viewed here: http://leg1.state.va.us/cgi-bin/legp504.exe?000+cod+TOCINTRODUCTION AND LAW SUMMARY A Virginia limited liability company organized to engage in the practice of a profession is
controlled generally by the provisions of the Virginia Limited Liability Company Act and
specifically by the provisions of the Virginia Professional Limited Liability Company Act.
When there is a conflict between the provisions of the two Acts, then the provisions of the
Virginia Professional Limited Liability Company Act control.A "professional limited liability company" is a limited liability company whose articles of
organization set forth a sole and specific purpose permitted by law."Professional services" means any type of personal service to the public that requires as a
condition precedent to the rendering of that service or the use of that title the obtaining of a
license, certification, or other legal authorization and is limited to the personal services rendered
by pharmacists, optometrists, attorneys at law and attorney at law assistants, practitioners of the
healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians,
surgeons, dentists, architects, professional engineers, land surveyors, certified landscape
architects, certified interior designers, public accountants, certified public accountants, attorneys
at law, insurance consultants, audiologists or speech pathologists and clinical nurse specialists. A limited liability company name must contain the words "limited company" or "limited liabilitycompany" or the abbreviation "L.C.," "LC," "L.L.C.," or "LLC." and may NOT contain the
words "Corporation," "Incorporated," "Limited Partnership" or the abbreviations "Corp.," "Inc."
or "L.P." or any word or phrase the use of which is prohibited by law. However, a professional
limited liability company may use the initials "P.L.C.," "PLC," "P.L.L.C." or "PLLC," or the
phrase "a professional limited company" or "a professional limited liability company,"
immediately after its limited liability company name.No limited liability company may render professional services except through its members,
managers, employees and agents who are duly licensed or otherwise legally authorized to render
those professional services. Only members, managers, employees, and agents licensed or
otherwise legally qualified in Virginia may perform the professional service in Virginia. This
restriction does not preclude clerks, secretaries, bookkeepers, technicians and other assistants
who are not usually and ordinarily considered by custom and practice to be rendering
professional service to the public for which a license or other legal authorization is required from
acting as employees, managers and agents of a professional limited liability company and
performing their usual duties or from acting as employees, managers or agents of a professional
limited liability company. The provisions of the Virginia Professional Limited Liability Company Act do not alter or affect
the professional relationship between a person furnishing professional services and a person
receiving that service either with respect to liability arising out of that professional service or the
confidential relationship between the person rendering the professional service and the person
receiving that professional service. All confidential relationships enjoyed under the laws of
Virginia, whether now in existence, or hereafter enacted, remain inviolate. A member, manager, agent or employee of a professional limited liability company is not, by
reason of being any member, manager, agent or employee of a professional limited liability
company, personally liable for any debts or claims against, or the acts or omissions of the
professional limited liability company or of another member, manager, agent or employee of the
professional limited liability company, but the professional limited liability company is liable for
the acts or omissions of its members, managers, agents, employees and servants to the same
extent to which any other limited liability company is liable for the acts or omissions of its
members, managers, agents, employees and servants while they are engaged in carrying on the
limited liability company business.A professional limited liability company may not engage in any business other than the rendering
of the professional services for which it was specifically organized. However, a limited liability
company may invest its funds in real estate, mortgages, stocks, bonds or any other type of
investments, may own real or personal property, and may exercise any other investment power
granted to limited liability companies that are not in conflict with the Virginia Professional
Limited Liability Company Act.No professional limited liability company may have as a member anyone other than an
individual or a professional business entity that is duly licensed or otherwise legally authorized
to render the same professional services as those for which the professional limited liability
company was organized or as otherwise allowed by statute.A member of a professional limited liability company may not sell, assign, or otherwise transfer
that member's membership interest in the professional limited liability company except to the
professional limited liability company, another individual or professional business entity that is
eligible to be a member of that professional limited liability company, or a qualified charitable
remainder trust. A "qualified charitable remainder trust" means a trust meeting the requirements
of § 664 of the United States Internal Revenue Code of 1986, as amended, and which meets all
of the following conditions: 1. Has one or more current income beneficiaries, all of which are eligible to be members
in the professional limited liability company under § 13.1-1103. 2.Has a trustee or independent special trustee who: a.Is eligible to have a membership interest in the professional limited liability
company under § 13.1-1103; and b.Has exclusive authority over the membership interests while such interests are
held in the trust. 3. Has one or more irrevocably designated charitable remaindermen, all of which must
at all times be domiciled or maintain a local chapter in Virginia. If any member, manager, agent or employee of a professional limited liability company who has
been rendering professional service to the public becomes legally disqualified to render those
professional services within Virginia, that member, manager, agent or employee shall
immediately sever all employment with, and financial interests in, the professional limited
liability company. A professional limited liability company's failure to require compliance with
this provision constitutes grounds for the forfeiture of the company's articles of organization and
its dissolution by the State Corporation Commission.Unless the articles of organization or an operating agreement provides for management of a
professional limited liability company by a manager or managers, management of a professional
limited liability company shall be vested in its members. If the articles of organization or an
operating agreement provides for management of a professional limited liability company by a
manager or managers, the manager shall be an individual or professional business entity duly
licensed or otherwise legally authorized to render the same professional services within Virginia
that the professional limited liability company was organized for the purpose of rendering. Only
members or managers duly licensed or otherwise legally authorized to render the same
professional services within Virginia shall supervise and direct the provision of professional
services within Virginia.PRIOR TO RESERVING A PLLC OR FILING THE ARTICLES OF
ORGANIZATION FORMING A PROFESSIONAL LIMITED LIABILITY
COMPANY WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF
A PROFESSION, YOU SHOULD CONFIRM WITH THE VIRGINIA
GOVERNING BOARD FOR YOUR PROFESSION THAT YOU ARE IN
FULL COMPLIANCE WITH ALL APPLICABLE RULES AND/OR
REGULATIONS.Disclaimer: If you are not an attorney, you are advised to seek the advice of an
attorney for all serious legal matters. The information and forms contained herein
are not legal advice and are not to be construed as such. Although the information
contained herein is believed to be correct, no warranty of fitness or any other
warranty shall apply. All use is subject to the U.S. Legal Forms, Inc., Disclaimer
and License located at http://www.uslegalforms.com/disclaimer.htm.
Steps to Form LLC Step 1:See FORM 1 - APPLICATION FOR RESERVATION OF LIMITED LIABILITY COMPANY NAMEIt is recommended that you reserve a LLC name in order to assure that your
Articles of Organization are not rejected because the name you have selected is
not availableYou may skip this step and go to Step 2, but if the name you have selected is
not available, the Articles of Organization will be rejected and returned to
you. The Application for Reservation of Limited Liability Company Name MUST
by typewritten or printed legibly in black ink.
Enter the PLLC name you want to reserve. a.A limited liability company name must contain the words "limited
company" or "limited liability company" or the abbreviation "L.C.," "LC,"
"L.L.C.," or "LLC." However, a professional limited liability company
may use the initials "P.L.C.," "PLC," "P.L.L.C." or "PLLC," or the
words "a professional limited company" or "a professional limited
liability company," immediately after its limited liability company
name. You should use the initials for a PLLC.
b.A limited liability company name MAY NOT contain The words
"Corporation," "Incorporated," "Limited Partnership" or the abbreviations
"Corp.," "Inc." or "L.P.", or Any word or phrase the use of which is
prohibited by law for a limited liability company. c.A limited liability company name must be distinguishable upon the
records of the Virginia State Corporation Commission from the name of a
domestic limited liability company or a foreign limited liability company
registered to transact business in Virginia, any limited liability company
name heretofore reserved or registered with the Commission, and/or the
designated name adopted by a foreign limited liability company because
its real name is unavailable for use in Virginia. Mark the box for reserving a LLC name. BUT WRITE IN A NOTE
BELOW IT THAT YOU ARE FORMING A PLLC, NOT AN LLC.Provide the name which you want to reserve.Have the Applicant sign the Application and print his/her name, address, and
phone number.File the original and one copy of the Application.The filing fee is $10.00.A LLC name may be reserved for a period of 120 days. A name reservation
may be renewed 30 days before expiration of a reservation by request and
payment of an additional $10.00 fee.
Mail the original and one copy of the Application for Reservation of Limited
Liability Company Name along with the $10.00 filing fee (Make check payable
to the State Corporation Commission) , to:
MAILING ADDRESSClerk of the State Corporation CommissionPO Box 1197Richmond, VA 23218-1197Telephone (804) 371-9733. Step 2:SEE FORM 2 –ARTICLES OF ORGANIZATIONOnce you have reserved the limited liability company name, or if you have chosen
to proceed without reserving a name, you are ready to complete the Articles of
Organization.Instructions to complete the Limited Liability Company Articles of
Organization:The Articles of Organization MUST by typewritten or printed legibly in
black ink.
1. Provide the LLC name you have reserved.2. In this section, type "To engage in the practice of _________________ and
in any other business activity allowed by law."3A. Provide the name of the Registered Agent for the LLC. NOTE: The
business address of the Registered Agent must be the same as the address of
the registered office (see section 3 below). 3.B. Mark the box indicating the status of the Registered Agent.4. Provide the address (STREET ADDRESS - NOT A P.O. BOX) of the
initial registered office of the LLC. NOTE: This must be a Virginia address. 5. Provide the POST OFICE address of the principal office. If there is not a
P.O. address, write "NONE" in this space.6. Have the Organizer sign and date the Articles of Organization. Have the Organizer print his/her name.The filing fee for the Articles of Organization is $100.00. IF THE INSTRUCTIONS ON THE FORM DIFFER FROM THESE
INSTRUCTIONS, USE THE INSTRUCTIONS ON THE FORM.YOU MAY NEED TO OBTAIN A REGISTRATION CERTIFICATE
FROM THE GOVERNING BOARD FOR YOUR PROFESSION. IF REQUIRED, THIS CERTIFICATE MUST BE FILED WITH YOUR
ARTICLES OF INCORPORATION. CONTACT THE BOARD TO
CHECK ON WHETHER YOU NEED SUCH A CERTIFICATE. ATTORNEYS, ACCOUNTANTS, ARCHITECTS, PROF. ENGINEERS,
LAND SURVEYORS, CERTIFIED LANDSCAPE ARCHITECTS, AND
CERTIFIED INTERIOR DESIGNERS ARE ALL REQUIRED BY LAW
TO OBTAIN SUCH CERTIFICATES . PRACTITIONERS OF OTHER
PROFESSIONS SHOULD CHECK WITH THEIR BOARD TO ENQUIRE WHETHER THEY NEED A SIMILAR CERTIFICATE.Step 3:Mail or deliver the original and one copy of the ARTICLES OF
ORGANIZATION (and, if applicable, your Certificate of Registration from
your profession’s governing Board) and the $100.00 filing fee (make check
payable to Clerk of the State Corporation Commission) to:
MAILING ADDRESSClerk of the State Corporation CommissionPO Box 1197Richmond, VA 23218-1197Telephone (804) 371-9733. A sample cover letter to send with the Articles of is included in this packet. SEE FORM 3 – SAMPLE TRANSMITTAL LETTERStep 4:Upon return of the Articles of Organization complete the Operating Agreement. SEE FORM 4 – SAMPLE OPERATING AGREEMENT Step 5: Apply for a Federal Tax Identification Number. This is done with form SS-4.
Mail to your regional IRS office. SEE FORM 5 – IRS-SS-4 & IRS-SS-4-I (instructions) Step 6:Open a bank account and conduct business.Disclaimer: If you are not an attorney, you are advised to seek the advice of an
attorney for all serious legal matters. The information and forms
contained herein are not legal advice and are not to be construed as
such. Although the information contained herein is believed to be
correct, no warranty of fitness or any other warranty shall apply. All
use is subject to the U.S. Legal Forms, Inc., Disclaimer and License
located at http://www.uslegalforms.com/disclaimer.htm
FORMS DOWNLOAD
To access the download page please do the following:IMPORTANT NOTE : WRITE DOWN THE USERNAME AND PASSWORD SHOWN
BELOW BECAUSE YOU WILL NEED TO ENTER IT EXACTLY (case sensitive) TO
DOWNLOAD THE FORMS.The download page you will access by using the link below contains links to download the forms
for this package, as well as a brief description of each form. Once you reach the download page,
the easiest procedure to download the forms is to right-click on the form links and select “save
target as” to save each form to your hard drive.To access the download page you are required to use the following login (PLEASE WRITE
THIS DOWN):USERNAME: ccc777PASSWORD: mnm567
The download link can be accessed by any of the following methods:
- Copy the link below and paste into your browser URL location.- Type the link below exactly (case sensitive) as shown into your browser.- Click on the highlighted link below. Download Link:http://www.uslegalforms.com/data/corp/VA-00LLC/VA-00PLLC.htmhttp://www.uslegalforms.com/data/corp/VA-00LLC/VA-00PLLC.htm
FORM 4 SAMPLE OPERATING AGREEMENT
This agreement is a sample operating agreement and should be modified to meet your needs. It
provides for the LLC to be operated by one or more managers OR by the members. You will
have to decide how you want your LLC to operate.This Agreement provides that all members and
managers of the PLLC be licensed practitioners of the
profession.Fill in the name of your provision in the blanks as
applicable. Read carefully and make appropriate changes to suit your
individual needs and purposes.
OPERATING AGREEMENT OF ______________________________________ A VIRGINIA PROFESSIONAL LIMITED LIABILITY COMPANYTHIS OPERATING AGREEMENT ("Agreement") is entered into the ______ day of
_____________________, 20______, by and between the following persons:1. _______________________________________________________________ 2._______________________________________________________________ 3._______________________________________________________________4._______________________________________________________________ hereinafter, ("Members" or “Parties”). FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant, contract and agree as follows: ARTICLE I FORMATION OF PROFESSIONAL LIMITED LIABILITY COMPANY 1.Formation of PLLC. The Parties have formed a Virginia Professional Limited Liability
Company named ____________________________________________________________
(hereinafter, "PLLC"). The operation of the PLLC shall be governed by the terms of this
Agreement and the provisions of the Virginia Limited Liability Company Act and the
Virginia Professional Limited Liability Company Act, hereinafter referred to collectively as
the "Act". To the extent permitted by the Act, the terms and provisions of this Agreement
shall control if there is a conflict between such Law and this Agreement. The Parties intend
that the PLLC shall be taxed as a partnership. Any provisions of this Agreement, if any, that
may cause the PLLC not to be taxed as a partnership shall be inoperative.
2. Articles of Organization. The Members acting through one of its Members,
_____________________________________, filed Articles of Organization, ("Articles") for
record in the office of the State Corporation Commission on _________________________,
thereby creating the PLLC.
3. Business. The business of the PLLC shall be to engage in the practice of _______________
and to conduct any other lawful professions, businesses, or purposes which a limited liability
company whose purpose is to engage in the practice of ________________ is legally allowed
to conduct or engage in.
4.Registered Office and Registered Agent. The registered office and place of business of the
PLLC shall be ___________________________________________________
______________________________________ and the registered agent at such office shall be
__________________________________________________________________. The Members may change the registered office and/or registered agent from time to time.5.Duration. The PLLC will commence business as of the date of filing and will continue in
perpetuity.
6.Fiscal Year. The PLLC's fiscal and tax year shall end December 31. ARTICLE IIMEMBERS 7. Initial Members. The initial members of the PLLC are all licensed to practice
_____________ in the State of Virginia. Their initial capital contributions and their
percentage interest in the PLLC are:
Initial Percentage InterestCapitalMembersin PLLCContribution________________________ _________________ ___________________ ________________________ _________________ ___________________ ________________________ _________________ ___________________ ________________________ _________________ ___________________ 8.Additional Members. New members must be licensed to practice _____________ in
Virginia and may be admitted only upon the consent of a majority of the Members and upon
compliance with the provisions of this agreement.
ARTICLE IIIMANAGEMENT 9.Management . The Members have elected to manage the PLLC as follows (check as
appropriate):
The management of the PLLC shall be vested in the Members without an appointed
manager. The members shall elect officers who shall manage the company. The President
and Secretary may act for and on behalf of the PLLC and shall have the power and authority
to bind the PLLC in all transactions and business dealings of any kind except as otherwise
provided in this Agreement. The Members hereby delegate the management of the PLLC to Manager(s), subject to the
limitations set out in this agreement. Each manager shall be a licensed ______________ in
Virginia.
(a)The Members shall elect and may remove the Manager(s) by majority vote.(b)A Manager shall serve until a successor is elected by the Members. (c)The Manager(s) shall have the authority to take all necessary and proper actions in order
to conduct the business of the PLLC. (d) Except for decisions concerning distributions, any Manager can take any appropriate
action on behalf of the PLLC, including, but not limited to signing checks, executing
leases, and signing loan documents. (e)In determining the timing and total amount of distributions to the Members, the action of
the Manager shall be based on a majority vote of the Managers, with or without a
meeting. (f)The compensation to the Manager(s) shall be in the discretion of the majority of the
Members of the PLLC.(g) There shall be _________ initial Managers. (h)All Managers shall be licensed to practice _____________ in the State of Virginia.(i)The initial Manager(s) is/are:
_________________________________________________________ _________________________________________________________ _________________________________________________________ 10.Officers and Relating Provisions. In the event the Members elect to manage the PLLC,
rather than appointing a manager, the Members shall appoint officers for the PLLC and the
following provisions shall apply:
(a)Officers. The officers of the PLLC shall be members and shall consist of a president, a
treasurer and a secretary, or other officers or agents as may be elected and appointed by
the Members. A Member may hold more than one or all offices. The officers shall act in
the name of the PLLC and shall supervise its operation under the direction and
management of the Members, as further described below.
(b)Election and Term of Office. The officers of the PLLC shall be elected annually by the
Members by a majority vote. Vacancies may be filled or new offices created and filled at
any meeting of the Members. Each officer shall hold office until his/her death, until
he/she shall resign, or until he/she is removed from office. Election or appointment of an
officer or agent shall not of itself create a contract right.
(c) Removal. Any officer or agent may be removed by a majority of the Members whenever
they decide that the best interests of the Company would be served thereby. Such
removal shall be without prejudice to the contract rights, if any, of the person so
removed.(d) Vacancies . A vacancy is any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Members for the unexpired portion of
the term.
(e)President. The President shall be the chief executive officer of the PLLC and shall
preside at all meetings of the Members. The President shall have such other powers and
perform such duties as are specified in this Agreement and as may from time to time be
assigned by the Members of the PLLC.
(f) The Treasurer. The Treasurer shall be the chief financial officer of the PLLC. The
Treasurer shall not be required to give a bond for the faithful discharge of his/her duties.
The Treasurer shall: (i) have charge and custody of and be responsible for all funds and
securities of the PLLC; (ii) in the absence of the President, preside at meetings of the
Members; (iii) receive and give receipts for moneys due and payable to the PLLC from
any source whatsoever, and deposit all such moneys in the name of the PLLC in such
banks, trust companies or other depositaries as shall be selected by the Members of the
PLLC; and (iv) in general perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned by the President or by the
Members of the PLLC.
(g) Secretary. The secretary shall: (i) keep the minutes of the Members meetings in one or
more books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of this Agreement or as required by law; (iii) be custodian
of PLLC records; (iv) keep a register of the post office address of each Member; (v)
certify the Member’s resolutions; and other documents to the PLLC as true and correct;
(vi) in the absence of the President and Treasurer, preside at meetings of the Members
and (vii) in general perform all duties incident to the office of secretary and such other
duties as from time as may be assigned by the President or the Members.
11.Member Only Powers. Notwithstanding any other provision of this Agreement, only a
majority of the Members may: (a) sell or encumber (but not lease) any real estate owned by
the PLLC, or (b) incur debt, expend funds, or otherwise obligate the PLLC if the debt,
expenditure, or other obligation exceeds $_____________________.
ARTICLE IV CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS 12.Interest of Members. Each Member shall own a percentage interest (sometimes referred to as
a share) in the PLLC. The Member’s percentage interest shall be based on the amount of
cash or other property that the Member has contributed to the PLLC and that percentage
interest shall control the Member’s share of the profits, losses, and distributions of the PLLC.
13.Contributions. The initial contributions and initial percentage interest of the Members are as
set out in this Agreement.
14.Additional Contributions . Only a majority of the Members of the PLLC may call on the
Members to make additional cash contributions as may be necessary to carry on the PLLC's
business. The amount of any additional cash contribution shall be based on the Member's
then existing percentage interest. To the extent a Member is unable to meet a cash call, the
other Members can contribute the unmet call on a pro rata basis based on the Members'
percentage interests at that time, and the percentage interest of each Member will be adjusted
accordingly.
15.Record of Contributions/Percentage Interests. This Agreement, any amendment(s) to this
Agreement, and all Resolutions of the Members of the PLLC shall constitute the record of
the Members of the PLLC and of their respective interest therein.
16.Profits and Losses. The profits and losses and all other tax attributes of the PLLC shall be
allocated among the Members on the basis of the Members' percentage interests in the PLLC.
17.Distributions. Distributions of cash or other assets of the PLLC (other than in dissolution of
the PLLC) shall be made in the total amounts and at the times as determined by a majority of
the Members. Any such distributions shall be allocated among the Members on the basis of
the Members' percentage interests in the PLLC.
18.Change in Interests. If during any year there is a change in a Member's percentage interest,
the Member's share of profits and losses and distributions in that year shall be determined
under a method which takes into account the varying interests during the year.
ARTICLE V VOTING; CONSENT TO ACTION 19. Voting by Members. Members shall be entitled to vote on all matters which provide for a
vote of the Members in accordance with each Member’s percentage interest.
20.Majority Required. Except as otherwise provided and delegated to the Officers or Managers,
a majority of the Members, based upon their percentage ownership, is required for any
action.
21.Meetings - Written Consent. Action of the Members or Officers may be accomplished with
or without a meeting. If a meeting is held, evidence of the action shall be by Minutes or
Resolution reflecting the action of the Meeting, signed by a majority of the Members, or the
President and Secretary. Action without a meeting may be evidenced by a written consent
signed by a majority of the Members, or the President and Secretary.
22. Meetings. Meetings of the Members may be called by any Member owning 10% or more of
the PLLC, or, if Managers were selected, by any Manager of the PLLC, or if Officers were
elected, by any officer.
23.Majority Defined. As used throughout this agreement the term “Majority” of the Members
shall mean a majority of the ownership interest of the PLLC as determined by the records of
the PLLC on the date of the action.
ARTICLE VI DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS
SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION24.Duties of Members: Limitation of Liability. The Members, Managers and officers shall
perform their duties in good faith, in a manner they reasonably believe to be in the best
interests of the PLLC, and with such care as an ordinarily prudent person in a like position
would use under similar circumstances. No Member or officer, by reason of being or having
been a Member or officer, shall be liable to the PLLC or to any other Member or officer for
any loss or damage sustained by the PLLC or any other Member or officer unless the loss or
damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, or a
wrongful taking by that Member or officer.
25.Members Have No Exclusive Duty to PLLC. The Members shall not be required to
participate in the PLLC as their sole and exclusive business. Members may have other
business interests and may participate in other investments or activities in addition to those
relating to the PLLC. No Member shall incur liability to the PLLC or to any other Member
by reason of participating in any such other business, investment or activity.
26.Protection of Members and Officers. (a)As used herein, the term “Protected Party” refers to the Members and officers of the
Company.(b)To the extent that, at law or in equity, a Protected Party has duties (including fiduciary
duties) and liabilities relating thereto to the PLLC or to any other Protected Party, a
Protected Party acting under this Agreement shall not be liable to the PLLC or to any
other Protected Party for good faith reliance on:(i)the provisions of this Agreement;(ii)the records of the PLLC; and/or(iii)such information, opinions, reports or statements presented to the PLLC by any
person as to matters the Protected Party reasonably believes are within such other
person’s professional or expert competence and who has been selected with
reasonable care by or on behalf of the PLLC.(c)The provisions of this Agreement, to the extent that they restrict the duties and liabilities
of a Protected Party to the PLLC or to any other Protected Party otherwise existing at law
or in equity, are agreed by the parties hereto to replace such other duties and liabilities of
such Protected Party.27.Indemnification and Insurance. (a)Right to Indemnification. (i) Any person who is or was a member or officer of the PLLC and who is or may be
a party to any civil action because of his/her participation in or with the PLLC, and
who acted in good faith and in a manner which he/she reasonably believed to be in, or
not opposed to, the best interests of the PLLC may be indemnified and held harmless
by the PLLC.(ii)Any person who is or was a member or officer of the PLLC and who is or may be
a party to any criminal action because of his/her participation in or with the PLLC,
and who acted in good faith and had reasonable cause to believe that the act or
omission was lawful, may be indemnified and held harmless by the PLLC.(b)Advancement of Expenses. Expenses (including attorney’s fees) incurred by an
indemnified person in defending any proceeding shall be paid in advance of the
proceedings conclusion. Should the indemnified member or officer ultimately be
determined to not be entitled to indemnification, that member or officer agrees to
immediately repay to PLLC all funds expended by the PLLC on behalf of the member or
officer.
(c)Non-Exclusivity of Rights. The right to indemnification and payment of fees and
expenses conferred in this section shall not be exclusive of any right which any person
may have or hereafter acquire under any statute, provision of this Agreement, contract,
agreement, vote of Members or otherwise. The Members and officers are expressly
authorized to adopt and enter into indemnification agreements for Members and officers.
(d)Insurance. The Members shall cause the PLLC to purchase and maintain insurance for
the PLLC, for its Members and officers, and/or on behalf of any third party or parties
whom the members might determine should be entitled to such insurance coverage.
(e)Effect of Amendment . No amendment, repeal or modification of this Article shall
adversely affect any rights hereunder with respect to any action or omission occurring
prior to the date when such amendment, repeal or modification became effective.
ARTICLE VII MEMBERS INTEREST TERMINATED 28.Termination of Membership. A Member’s interest in the PLLC shall cease upon the
occurrence of one or more of the following events:
(a)A Member provided notice of withdrawal to the PLLC thirty (30) days in advance of the
withdrawal date. Withdrawal by a Member is not a breach of this Agreement(b)A Member assigns all of his/her interest to a qualified third party.
(c)A Member dies or is disqualified from practicing ______________ in Virginia.(d)There is an entry of an order by a court of competent jurisdiction adjudicating the
Member incompetent to manage his/her person or his/her estate.(e)In the case of an estate that is a Member, the distribution by the fiduciary of the estate's
entire interest in the PLLC.(f)A Member, without the consent of a majority of the Members: (1) makes an assignment
for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is adjudicated
a bankrupt or insolvent; (4) files a petition or answer seeking for himself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any statute, law or regulation; (5) files an answer or other pleading
admitting or failing to contest the material allegations of a petition filed against him in
any proceeding of the nature described in this paragraph; (6) seeks, consents to, or
acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all
or any substantial part of his properties; or (7) if any creditor permitted by law to do so
should commence foreclosure or take any other action to seize or sell any Member's
interest in the PLLC.(g) If within one hundred twenty (120) days after the commencement of any action against a
Member seeking reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation, the action has not been
dismissed and/or has not been consented to by a majority of the members.(h)If within ninety (90) days after the appointment, without a member’s consent or
acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any
substantial part of the member’s properties, said appointment is not vacated or within
ninety (90) days after the expiration of any stay, the appointment is not vacated and/or
has not been consented to by a majority of the members.(i)Any of the events provided in applicable code provisions that are not inconsistent with
the dissociation events identified above.(j)In the event that a member is disqualified form practicing _________________, that
member's interest in the PLLC shall immediately terminate.29.Effect of Dissociation . Any dissociated Member shall not be entitled to receive the fair value
of his PLLC interest solely by virtue of his dissociation. A dissociated Member that still
owns an interest in the PLLC shall be entitled to continue to receive such profits and losses,
to receive such distribution or distributions, and to receive such allocations of income, gain,
loss, deduction, credit or similar items to which he would have been entitled if still a
Member. For all other purposes, a dissociated Member shall no longer be considered a
Member and shall have no rights of a Member.
ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF PLLC INTEREST; SET PRICE FOR PLLC INTEREST 30.PLLC Interest. The PLLC interest is personal property. A Member has no interest in
property owned by the PLLC.
31. Encumbrance. A Member can encumber his PLLC interest by a security interest or other
form of collateral only with the consent of a majority of the other Members. Such consent
shall only be given if the proceeds of the encumbrance are contributed to the PLLC to
respond to a cash call of the PLLC.
32. Sale of Interest. A Member can sell his PLLC interest only to a person or entity licensed to
practice _____________ in Virginia and only by the following procedures:
(a)If a Member desires to sell his/her interest, in whole or in part, he/she shall give written
notice to the PLLC of his desire to sell all or part of his/her interest and must first offer
the interest to the PLLC. The PLLC shall have the option to buy the offered interest at
the then existing Set Price as provided in this Agreement. The PLLC shall have thirty
(30) days from the receipt of the assigning Member's notice to give the assigning
Member written notice of its intention to buy all, some, or none of the offered interest.
The decision to buy shall be made by a majority of the other Members. Closing on the
sale shall occur within sixty (60) days from the date that the PLLC gives written notice of
its intention to buy. The purchase price shall be paid in cash at closing unless the total
purchase price is in excess of $_______________ in which event the purchase price shall
be paid in __________ (____) equal quarterly installments beginning with the date of
closing. The installment amounts shall be computed by applying the following interest
factor to the principal amount: interest compounded quarterly at the Quarterly Federal
Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes
of Internal Revenue Code § 1 274(d), or any successor provision.(b) To the extent the PLLC does not buy the offered interest of the selling Member, the other
Members shall have the option to buy the offered interest at the Set Price on a pro rata
basis based on the Members' percentage interests at that time. If Member does not desire
to buy up to his/her proportional part, the other Members can buy the remaining interest
on the same pro rata basis. Members shall have fifteen (15) days from the date the PLLC
gives its written notice to the selling Member to give the selling Member notice in
writing of their intention to buy all, some, or none of the offered interest. Closing on the
sales shall occur within sixty (60) days from the date that the Members give written
notice of their intention to buy. The purchase price from each purchasing Member shall
be paid in cash at closing.(c)To the extent the PLLC or the Members do not buy the offered interest, the selling
Member can then assign the interest to a non-member. The non-member must be
licensed to practice _____________ in the State of Virginia. The selling Member must
close on the assignment within ninety (90) days of the date that he gave notice to the
PLLC. If he does not close by that time, he must again give the notice and options to the
PLLC and the PLLC Members before he sells the interest.(d)The selling Member must close on the assignment within ninety (90) days of the date that
he gave notice to the PLLC. If he does not close by that time, he must again give the
notice and options to the PLLC and the PLLC Members before he sells the interest.(e)A non-member purchaser of a member’s interest cannot exercise any rights of a Member
unless a majority of the non-selling Members consent to him becoming a Member. The
non-member purchaser will be entitled, however, to share in such profits and losses, to
receive such distributions, and to receive such allocation of income, gain, loss, deduction,
credit or similar items to which the selling member would be entitled, to the extent of the
interest assigned, and will be subject to calls for contributions under the terms of this
Agreement. The purchaser, by purchasing the selling member’s interest, agrees to be
subject to all the terms of this Agreement as if he were a Member.33.Set Price . The Set Price for purposes of this Agreement shall be the price fixed by consent of
a majority of the Members. The Set Price shall be memorialized and made a part of the
PLLC records. The initial Set Price for each Member's interest is the amount of the
Member's contribution(s) to the PLLC as provided above, as updated in accordance with the
terms hereof. Any future changes in the Set Price by the Members shall be based upon net
equity in the assets of the PLLC (fair market value of the assets less outstanding
indebtedness), considering the most recent appraisal obtained by the PLLC for its assets, as
may be adjusted by the Members in their discretion. The initial Set Price shall be adjusted
upon demand by a Member but not more than once a year unless all Members consent. This
basis for determining the Set Price shall remain in effect until changed by consent of a
majority of the Members. The Members will consider revising the basis for determining the
Set Price at least annually.
ARTICLE IX OBLIGATION TO SELL ON A DISSOCIATION EVENT CONCERNING A MEMBER 34. Dissociation. Except as otherwise provided, upon the occurrence of a dissociation event with
respect to a Member, the PLLC and the remaining Members shall have the option to purchase
the dissociated Member's interest at the Set Price in the same manner as provided in
ARTICLE VIII and as if the dissociated Member had notified the PLLC of his desire to sell
all of his PLLC interest. The date the PLLC received the notice as provided in ARTICLE
VIII triggering the options shall be deemed to be the date that the PLLC receives actual
notice of the dissociation event.
ARTICLE XDISSOLUTION 35. Termination of PLLC. The PLLC will be dissolved and its affairs must be wound up only
upon the written consent of a majority of the Members.
36.Final Distributions. Upon the winding up of the PLLC, the assets must be distributed as
follows: (a) to the PLLC creditors; (b) to Members in satisfaction of liabilities for
distributions; and (c) to Members first for the return of their contributions and secondly
respecting their PLLC interest, in the proportions in which the Members share in profits and
losses.
ARTICLE XITAX MATTERS 37.Capital Accounts. Capital accounts shall be maintained consistent with Internal Revenue
Code § 704 and the regulations thereunder.
38. Partnership Election. The Members elect that the PLLC be taxed as a partnership and not as
an association taxable as a corporation.
ARTICLE XII RECORDS AND INFORMATION 39.Records and Inspection . The PLLC shall maintain at its place of business the Articles of
Organization, any amendments thereto, this Agreement, and all other PLLC records required
to be kept by the Act, and the same shall be subject to inspection and copying at the
reasonable request, and the expense, of any Member.
40.Obtaining Additional Information. Subject to reasonable standards, each Member may
obtain from the PLLC from time to time upon reasonable demand for any purpose reasonably
related to the Member's interest as a Member in the PLLC: (1) information regarding the
state of the business and financial condition of the PLLC; (2) promptly after becoming
available, a copy of the PLLC's federal, state, and local income tax returns for each year; and
(3) other information regarding the affairs of the PLLC as is just and reasonable.
ARTICLE XIII MISCELLANEOUS PROVISIONS 41.Amendment. Except as otherwise provided in this Agreement, any amendment to this
Agreement may be proposed by a Member. Unless waived by the Members, the proposing
Member shall submit to the Members any such proposed amendment together with an
opinion of counsel as to the legality of such amendment and the recommendation of the
Member as to its adoption. A proposed amendment shall become effective at such time as it
has been approved in writing by a majority of the Members. This Agreement may not be
amended nor may any rights hereunder be waived except by an instrument in writing signed
by the party sought to be charged with such amendment or waiver, except as otherwise
provided in this Agreement.
42. Applicable Law . To the extent permitted by law, this Agreement shall be construed in
accordance with and governed by the laws of the Commonwealth of Virginia.
43.Pronouns, Etc. References to a Member or Manager, including by use of a pronoun, shall be
deemed to include masculine, feminine, singular, plural, individuals, partnerships or
corporations where applicable.
44.Counterparts. This instrument may be executed in any number of counterparts each of which
shall be considered an original.
45. Specific Performance. Each Member agrees with the other Members that the other Members
would be irreparably damaged if any of the provisions of this Agreement are not performed
in accordance with their specific terms and that monetary damages would not provide an
adequate remedy in such event. Accordingly, it is agreed that, in addition to any other
remedy to which the nonbreaching Members may be entitled, at law or in equity, the
nonbreaching Members shall be entitled to injunctive relief to prevent breaches of this
Agreement and, specifically, to enforce the terms and provisions of this Agreement in any
action instituted in any court of the United States or any state thereof having subject matter
jurisdiction thereof.
46.Further Action. Each Member, upon the request of the PLLC, agrees to perform all further
acts and to execute, acknowledge and deliver any documents which may be necessary,
appropriate, or desirable to carry out the provisions of this Agreement.
47.Method of Notices. All written notices required or permitted by this Agreement shall be
hand delivered or sent by registered or certified mail, postage prepaid, addressed to the PLLC
at its place of business or to a Member as set forth on the Member's signature page of this
Agreement (except that any Member may from time to time give notice changing his address
for that purpose), and shall be effective when personally delivered or, if mailed, on the date
set forth on the receipt of registered or certified mail.
48.Facsimiles. For purposes of this Agreement, any copy, facsimile, telecommunication or other
reliable reproduction of a writing, transmission or signature may be substituted or used in
lieu of the original writing, transmission or signature for any and all purposes for which the
original writing, transmission or signature could be used, provided that such copy, facsimile
telecommunication or other reproduction shall have been confirmed received by the sending
Party.
49.Computation of Time. In computing any period of time under this Agreement, the day of the
act, event or default from which the designated period of time begins to run shall not be
included. The last day of the period so computed shall be included, unless it is a Saturday,
Sunday or legal holiday, in which event the period shall run until the end of the next day
which is not a Saturday, Sunday or legal holiday.
50. Adherence to Applicable Laws, Rules, and Regulations. The PLLC shall at all
times be and remain in full compliance with all laws, rules, regulations, and requirements set out
in the Virginia General Laws and promulgated by the Virginia Board of governing the
profession.
WHEREFORE, the Parties have executed this Agreement on the dates stated below their
signatures on the attached signature page for each individual Party. NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A
COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF
_____________________________________________________________________________, A VIRGINIA LIMITED LIABILITY COMPANY. EACH MEMBER REALIZES THAT AN
INVESTMENT IN THIS COMPANY IS SPECULATIVE AND INVOLVES SUBSTANTIAL
RISK. EACH MEMBER IS AWARE AND CONSENTS TO THE FACT THAT THE
INTERESTS IN THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY SECURITIES ACT OF THE STATE OF VIRGINIA.
EACH MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND ARTICLES OF ORGANIZATION. Members:__________________________________ Name__________________________________ Name__________________________________ Name__________________________________ Name
Print Name of Member: _______________________ Address: ___________________________________ City, State, Zip: _____________________________ Phone: ____________________________________ Print Name of Member: _______________________ Address: ___________________________________ City, State, Zip: _____________________________ Phone: ____________________________________ Print Name of Member: _______________________ Address: ___________________________________ City, State, Zip: _____________________________ Phone: ____________________________________ Print Name of Member: _______________________ Address: ___________________________________ City, State, Zip: _____________________________ Phone: ____________________________________ Print Name of Member: _______________________ Address: ___________________________________ City, State, Zip: _____________________________ Phone: ____________________________________ Print Name of Member: _______________________ Address: ___________________________________ City, State, Zip: _____________________________ Phone: ____________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, a Virginia professional limited
liability company. I realize that an investment in this Company is speculative and involves
substantial risk. I agree to be bound by all of the terms and conditions of the Articles of
Organization and Limited Liability Company Agreement of
___________________________________________. Member: ________________________________Address:________________________________ Date:_________________________________
Ownership Ledger
Name and Residence Address of LLC MemberDate of Transfer% OwnershipAmount PaidSubsequent TransferShow on separate line
Accessories U. S. Legal Forms, Inc. offers the following accessories:See http://www.uslegalbookstore.com/officeproducts/
The certificate below is optional.
Membership Certificate
No. ____ PROFESSIONAL LIMITED LIABILITY COMPANY- STATE OF VIRGINIA Percentage: ___This Certificate certifies that ______________________________, is a true and
lawful owner of _____ percent ownership of _________________________, a
Virginia Professional Limited Liability Company. Such ownership interest is only
transferable in accordance with the Operating Agreement between the Members.This certificate is issued by the Limited Liability Company by its duly
authorized officers on this the ____ day of _________, 20___. _________________ _________________
