Virginia Code

Va. Code Ann. § 13.1-1024.1 (2026)

General standards of conduct for a manager

✓ current as of May 2026

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A. A manager shall discharge his or its duties as a manager in accordance with the manager's good faith business judgment of the best interests of the limited liability company.

B. Unless a manager has knowledge or information concerning the matter in question that makes reliance unwarranted, a manager is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

1. One or more managers or employees of the limited liability company whom the manager believes, in good faith, to be reliable and competent in the matters presented;

2. Legal counsel, public accountants, or other persons as to matters the manager believes, in good faith, are within the person's professional or expert competence; or

3. A committee of the managers of which the manager is not a member if the manager believes, in good faith, that the committee merits confidence.

C. A person alleging a violation of this section has the burden of proving the violation.

D. For the purposes of this section only, the term "manager" shall be deemed to include any member that is participating in the management of the limited liability company.

1992, c. 574.

Notes of Decisions

Cited in 13 cases (3 in the last 5 years), 2001–2026 · leading case: Flippo v. CSC Assocs. III, L.L.C., 547 S.E.2d 216 (Va. 2001).

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Flippo v. CSC Assocs. III, L.L.C., 547 S.E.2d 216 (Va. 2001). · cites it 20× “Breach of Fiduciary Duty The Flippos assert in their first three assignments of error that the trial court erred in failing to afford Carter Flippo the defense from liability contained in subsection (B) of Code § 13.1-1024.1 for acts the trial court held breached Carter Flippo’s…”

KMK Factoring, L.L.C. v. McKnew (In Re McKnew), 270 B.R. 593 (Bankr. E.D. Va. 2001). · cites it 5× “Va.Code Ann. § 13.1-1024.1 (1999). 46 There is no *629 such provision concerning members of a limited liability company; therefore, unlike partnerships, there are no fiduciary obligations among members.”

In re Virginia Broadband, LLC, 521 B.R. 539 (Bankr. W.D. Va. 2014). · cites it 9× “Manuel had a subjective good faith business judgment belief that his actions were in the best interest of the LLC, the Court cannot conclude that he breached a fiduciary duty found in Va.Code § 13.1-1024.1, even if Mr. Manuel’s judgment was deficient.”

Remora Investments, L.L.C. v. Orr, 673 S.E.2d 845 (Va. 2009). · cites it 4× “1(A) reads: "A manager shall discharge his or its duties as a manager in accordance with the manager's good faith business judgment of the best interests of the limited liability company.”

WAKA, L.L.C. v. Humphrey, 73 Va. Cir. 310 (Fairfax Cir. Ct. 2007). · cites it 14× “Act establishes that a manager of an L.L.C. owes a duty to the company, but the L.”

Virginia Broadband, LLC v. Manuel, 538 B.R. 253 (W.D. Va. 2015). · cites it 3× “at 44; Va.Code § 13.1-1024.1(c). On appeal, VABB also argues that VABB was undercapitalized and that Manuel treated VABB as his alter ego, which might permit a finding of inequitable conduct.”

Logan Antigone v. Jay C. Taustin (Va. Ct. App. 2026). · cites it 11× “This statute contains a statutory business judgment rule. It requires a manager to discharge his or her duties in “accordance with the manager’s good faith business judgment of the best interests” of the company.”

Paul J. Haire, derivatively on behalf of Alexandria Capital Assests, LLC v. Matt Kasap (Va. Ct. App. 2025). · cites it 7× “Haire in turn claims the trial court erred by: (1) granting Kasap’s motion to set aside the jury verdict on the fraud claim, entering an order of remittitur, and then reducing the damages to $0; (2) granting Kasap’s motion to strike Haire’s Count II claims under Code §…”

Dixon v. Wilkerson, Jr. (Bankr. E.D. Va. 2022). · cites it 6× “1-1046 (requiring a limited liability company to dissolve and wind up its affairs upon the automatic cancellation of its existence pursuant to § 13.1-1050.2). Inasmuch as DER ceased business operations in December 2019 (ECF 34, ¶ 16) and Wilkerson, having filed bankruptcy, is no…”

Gowin v. Granite Depot, L.L.C., 66 Va. Cir. 385 (Loudoun Cir. Ct. 2005). · cites it 2× “” Va. Code Ann. § 13.1-1024.1 (A). Flippo v.”

Advanced Training Grp. Worldwide, Inc. v. Pro-Active Tech., Inc. (E.D. Va. 2020). · cites it 3× “” Va. Code § 13.1-1024.1(A). But ATG does not allege that ProActive breached its fiduciary duty as managing member of the JV by making a bad business judgment.”

Remora Investmets, L.L.C. v. Orr, 74 Va. Cir. 358 (Fairfax Cir. Ct. 2007). · cites it 3× “” Va. Code Ann. § 13.1-1024.1 (2007). However, the Code is silent regarding the issue of whether a manager of an LLC owes a fiduciary duty to the individual members of the LLC.”

Show all 13 citing cases →

— Va. Code Ann. § 13.1-1024.1(0) — 1 case

In re Virginia Broadband, LLC, 521 B.R. 539 (Bankr. W.D. Va. 2014). “Manuel had a subjective good faith business judgment belief that his actions were in the best interest of the LLC, the Court cannot conclude that he breached a fiduciary duty found in Va.Code § 13.1-1024.1, even if Mr. Manuel’s judgment was deficient.”

— Va. Code Ann. § 13.1-1024.1(A) — 6 cases

Flippo v. CSC Assocs. III, L.L.C., 547 S.E.2d 216 (Va. 2001). “Breach of Fiduciary Duty The Flippos assert in their first three assignments of error that the trial court erred in failing to afford Carter Flippo the defense from liability contained in subsection (B) of Code § 13.1-1024.1 for acts the trial court held breached Carter Flippo’s…”

Remora Investments, L.L.C. v. Orr, 673 S.E.2d 845 (Va. 2009). “1(A) reads: "A manager shall discharge his or its duties as a manager in accordance with the manager's good faith business judgment of the best interests of the limited liability company.”

WAKA, L.L.C. v. Humphrey, 73 Va. Cir. 310 (Fairfax Cir. Ct. 2007). “Act establishes that a manager of an L.L.C. owes a duty to the company, but the L.”

Advanced Training Grp. Worldwide, Inc. v. Pro-Active Tech., Inc. (E.D. Va. 2020). “” Va. Code § 13.1-1024.1(A). But ATG does not allege that ProActive breached its fiduciary duty as managing member of the JV by making a bad business judgment.”

— Va. Code Ann. § 13.1-1024.1(B) — 2 cases

Logan Antigone v. Jay C. Taustin (Va. Ct. App. 2026). “This statute contains a statutory business judgment rule. It requires a manager to discharge his or her duties in “accordance with the manager’s good faith business judgment of the best interests” of the company.”

— Va. Code Ann. § 13.1-1024.1(D) — 1 case

WAKA, L.L.C. v. Humphrey, 73 Va. Cir. 310 (Fairfax Cir. Ct. 2007). “Act establishes that a manager of an L.L.C. owes a duty to the company, but the L.”

— Va. Code Ann. § 13.1-1024.1(c) — 1 case

Virginia Broadband, LLC v. Manuel, 538 B.R. 253 (W.D. Va. 2015). “at 44; Va.Code § 13.1-1024.1(c). On appeal, VABB also argues that VABB was undercapitalized and that Manuel treated VABB as his alter ego, which might permit a finding of inequitable conduct.”

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