Virginia: LLC Membership-Interest Transfer and Member-Admission Requirements

Requirements one by one

The Virginia Limited Liability Company Act governs this transaction (§ 13.1-1000). Its definition of
membership interest is economic: profits, losses, and distributions (§ 13.1-1002).

Assignment and admission are separate

Section § 13.1-1039 permits a whole or partial assignment unless the articles or operating agreement say
otherwise. The assignee receives the assigned profits, losses, and distributions, but does not acquire
management, member, or information rights. Section § 13.1-1028 reserves the ordinary inspection and company-
information rights to members.

Admission under § 13.1-1040 excludes the assignor's vote. In the specified manager-managed LLC where one or
more members is a manager, a majority of nonassignor member-managers consents. Every other LLC uses a majority
vote of the nonassignor members. A contrary admission rule must be in writing.

Admission and full transfer carry separate consequences

An admitted assignee assumes known contribution and wrongful-distribution return obligations. The assignor is
not released from the liabilities preserved by § 13.1-1027 and Va. Code § 13.1-1036 (§ 13.1-1040(B)-(C)). Admission takes
effect at the stated time or, if no time is supplied, when company records reflect it (§ 13.1-1038.1(B)).

A full assignment does not itself end the seller's membership. Section § 13.1-1040.1(4)(b) instead permits the
other members to expel the seller unanimously after a transfer of all or substantially all of the interest,
excluding a security transfer or charging order. If dissociation occurs, § 13.1-1040.2 leaves the former member
with assignee-level economic rights and does not dissolve the LLC.

The live Virginia CTA is therefore not linked. It states the correct admission thresholds but omits this
full-transfer and dissociation sequence, the effective-time rule, certificates, and the transfer liabilities.

Records and certificates require different treatment

Section § 13.1-1039(B) allows a certificate of interest when the articles or agreement permit one. Section
§ 13.1-1028 separately requires a current member list and contribution records. Those records should reflect
admission and any later dissociation; they also determine admission timing when the governing documents state
no time.

The articles' mandatory fields do not include member or owner names (§ 13.1-1011). An ordinary economic
assignment therefore does not itself change a mandatory ownership field in the public formation record.

What trips people up

Virginia uses three distinct steps: assignment, admission, and possible dissociation. A full economic transfer
can leave the seller as a member until the operating agreement or a separate dissociation event applies. The
default expulsion route requires unanimity of the other members and excludes security transfers and charging
orders. Admission uses a different majority threshold and also excludes the assignor.

Common questions

Does assignment give the buyer voting rights?

No. Section § 13.1-1039 transfers only the assigned economic interest unless the buyer is separately admitted.

Does a complete sale automatically remove the seller?

No. It creates a unanimous-expulsion route under § 13.1-1040.1(4)(b); it is not itself the dissociation event.

When is admission effective?

At the governing document's stated time or, if none is stated, when the admission is reflected in LLC records
under § 13.1-1038.1(B).

Statutes and sources

• Va. Code §§ 13.1-1000, -1002, and -1011 — Act name, economic-interest definitions, and public articles fields.
• Va. Code §§ 13.1-1023, -1027 to -1028, and -1036 — agreement control, contributions, records, and retained liabilities.
• Va. Code §§ 13.1-1038.1 to -1040 — admission timing, assignment, certificates, consent, and liability.
• Va. Code §§ 13.1-1040.1 to -1040.2 — full-transfer expulsion route and dissociation effect.

All quotations came from the current official Code of Virginia pages, accessed August 12, 2026.