LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Virginia

At a glance

Requirements one by one

Written governing terms control voluntary resignation

Under Va. Code § 13.1-1040.1(1), resignation causes dissociation only to the extent a written articles-of-organization or operating-agreement provision provides for it. The LLC's notice of the member's express will ends status on a later date stated in the notice or, if none is stated, on the notice date.

The statute supplies no universal signer, delivery form, advance period, acceptance, or company-consent rule. The governing writing must supply the right and any added procedure. This special writing condition matters because § 13.1-1023 otherwise allows many operating agreements to be nonwritten.

Agreement and unanimous-consent expulsion are separate

Section 13.1-1040.1 begins “except as otherwise provided” in the articles or operating agreement. Those documents may state dissociation events and an expulsion route and may change the default consequences under § 13.1-1040.2.

The other members may unanimously expel only when carrying on with the member is unlawful or the member assigned or transferred all or substantially all of the membership interest. A security transfer and a charging order do not satisfy the transfer ground. The Act states no default majority or general no- cause expulsion power.

Either the LLC or another member may seek judicial expulsion

Under Va. Code § 13.1-1040.1(5), the LLC or another member may apply. The three grounds are materially adverse wrongful conduct, willful or persistent material breach of the articles or operating agreement, and business-related conduct making continued operation with the member not reasonably practicable.

The section does not prescribe a special filing form, notice period, hearing schedule, damages formula, or mandatory interest sale. Judicial dissolution under § 13.1-1047 remains a separate company-level remedy.

Automatic events cover personal, insolvency, and entity status

Section 13.1-1040.1's insolvency list covers debtor bankruptcy, a creditor assignment, consensual trustee/receiver/liquidator appointment, and an involuntary appointment not vacated or stayed within 90 days, including the post-stay rule. The individual list covers death, guardian/committee/ conservator appointment, and judicial incapacity.

Trust and estate members dissociate when the entire transferable interest is distributed, but not merely on successor-trustee or successor-personal- representative substitution. The entity provisions cover a residual entity's termination, an uncured corporate status problem 90 days after LLC notice, and a dissolved, winding-up partnership or LLC. The section states no separate merger, conversion, domestication, or company-termination event.

Virginia has no wrongful-dissociation damages code

Although materially adverse “wrongful conduct” is one judicial-expulsion ground, Chapter 12 does not define “wrongful dissociation,” list premature exits, or create causation-based exit damages. Agreement breach, contribution duties, unlawful distributions, and other remedies remain separate.

Va. Code § 13.1-1027 can preserve an enforceable contribution promise despite death, disability, or another reason. Section § 13.1-1036 preserves two-year liability for a wrongful distribution. Dissociation is not a general release from those obligations.

Management ends, but economics ordinarily stay

Under Va. Code § 13.1-1040.2(A), dissociation ordinarily does not affect the membership interest. The former member or successor continues holding it with the assignee rights in § 13.1-1039(A): assigned profits, losses, and distributions, without member management or member status. The Act creates no automatic buyout, redemption, fair-value payment, distribution, or forfeiture.

Member and manager offices remain distinct. Section 13.1-1024 permits a nonmember manager, and § 13.1-1040.1 does not state that member dissociation ends a separately held manager office. Section 13.1-1024.1 treats a participating member as manager for its conduct standard, but the Act states no broad former-member future-duty cutoff.

Records and company continuation use separate rules

Va. Code § 13.1-1028 requires a current member list and gives statutory inspection and information rights to each member. Section 13.1-1039 gives an assignee economics, not member information rights; Chapter 12 states no general former-member inspection route or immediate public dissociation filing.

Dissociation does not itself dissolve the LLC under § 13.1-1040.2(B). If the last member leaves, § 13.1-1038.1(A)(4) allows the successor in interest to make a written, relation-back admission of itself or a nominee, subject to the governing documents. Section 13.1-1046's dissolution list does not separately make memberlessness a dissolution event.

What trips people up

• General agreement flexibility does not erase the writing condition. A resignation route specifically must appear in written articles or agreement.
• A full transfer is not automatic dissociation. It creates a unanimous- other-member expulsion route unless the documents provide another result.
• Dissociation is not a cash-out. The former member normally retains the economic interest with assignee rights.
• Member and manager status are separate. Ending membership does not by itself answer a separately held manager-office question.

Common questions

May a Virginia LLC member resign if the agreement is silent?

No statutory resignation route appears without a written articles or operating- agreement provision authorizing resignation.

When does an authorized resignation take effect?

When the LLC has notice of the member's express will, unless the notice states a later date.

Does dissociation require a buyout?

No. The former member ordinarily keeps the membership interest with assignee- level profits, losses, and distribution rights.

What if the last member dissociates?

The successor in interest may use § 13.1-1038.1(A)(4)'s written relation-back admission route, subject to the articles and operating agreement.

Statutes and sources

• Va. Code §§ 13.1-1000, 13.1-1002, and 13.1-1023 — Act, status and economic definitions, and governing-document control. Official current Chapter 12 (accessed August 30, 2026).
• Va. Code §§ 13.1-1024 to -1024.1, 13.1-1027 to -1028, and 13.1-1036 — manager separation/duties, surviving contributions and distributions, and member information. Official current Chapter 12 (accessed August 30, 2026).
• Va. Code §§ 13.1-1038.1 to -1040.2 — last-member admission, assignee rights, dissociation events, expulsion, and retained economics. Official § 13.1-1040.1 and current Chapter 12 (accessed August 30, 2026).
• Va. Code §§ 13.1-1046 to -1047 — contractual and judicial dissolution boundaries. Official current Chapter 12 (accessed August 30, 2026).