republic-os/legislation/us/states/va/2019/hb-2272.md

---
type: "Bill"
title: "Limited liability companies; Protected Series Act."
description: "Provides for the creation by a limited liability company (LLC) of one or more protected series. The measure provides that each protected series may have different ownership, management structures, assets, and liabilities. Each protected series may function in a manner analogous to a separate legal entity within the LLC that established the protected series, which is referred to as the series LLC. The measure provides a process through which debts and obligations of one protected series are neither the debts nor obligations of any other protected series nor of the series LLC. Under the measure, a separate public filing is required to establish each protected series of a series LLC. The measure specifies rules for disregarding the internal liability shields that protect the assets of one protected series from the creditors of another. The measure provides that assets not properly associated with a protected series may be subject to the claims of creditors even if the internal shields among series remain intact. The measure is based on the Uniform Protected Series Act prepared by the National Conference of Commissioners on Uniform State Laws. The measure has a delayed effective date of July 1, 2020."
jurisdiction: "us/states/va"
legislature: "Virginia General Assembly"
session: "2019"
identifier: "HB 2272"
citation: "Virginia HB 2272 (2019)"
classification: ["bill"]
subjects: ["Corporations"]
status: "enacted"
primary_sponsors: ["Michael J. Webert"]
version_count: 5
action_count: 20
vote_count: 7
first_action: "2019-01-08"
last_action: "2019-03-19"
source: "openstates"
source_identifier: "ocd-bill/79998975-2c23-448e-a726-6d5b8d2ba88f"
source_url: "http://lis.virginia.gov/cgi-bin/legp604.exe?191+sum+HB2272"
source_hash: "c2d14dda7ace8c95258757292230c62a0d79af99cf903bcd9042d59db11903d1"
vintage: "2026-07-01"
source_snapshot: "https://data.openstates.org/daily/2026-07-01/public.pgdump"
retrieved_at: "2026-07-06"
confidence: "reported"
tags: ["legislation", "bill", "us-va"]
---

# Virginia HB 2272 (2019) — Limited liability companies; Protected Series Act.

Provides for the creation by a limited liability company (LLC) of one or more protected series. The measure provides that each protected series may have different ownership, management structures, assets, and liabilities. Each protected series may function in a manner analogous to a separate legal entity within the LLC that established the protected series, which is referred to as the series LLC. The measure provides a process through which debts and obligations of one protected series are neither the debts nor obligations of any other protected series nor of the series LLC. Under the measure, a separate public filing is required to establish each protected series of a series LLC. The measure specifies rules for disregarding the internal liability shields that protect the assets of one protected series from the creditors of another. The measure provides that assets not properly associated with a protected series may be subject to the claims of creditors even if the internal shields among series remain intact. The measure is based on the Uniform Protected Series Act prepared by the National Conference of Commissioners on Uniform State Laws. The measure has a delayed effective date of July 1, 2020.

## Version chain

The bill's text revisions, in order — the diff chain from filing to enrollment.

1. **Governor: Acts of Assembly Chapter text (CHAP0636)** (committee substitute) — [source](http://lis.virginia.gov/cgi-bin/legp604.exe?191+ful+CHAP0636)
2. **House amendments adopted** (committee substitute) — [source](http://lis.virginia.gov/cgi-bin/legp604.exe?191+amd+HB2272AH)
3. **House: Bill text as passed House and Senate (HB2272ER)** (committee substitute) — [source](http://lis.virginia.gov/cgi-bin/legp604.exe?191+ful+HB2272ER)
4. **House: Prefiled and ordered printed; offered 01/09/19 19100497D** (committee substitute) — [source](http://lis.virginia.gov/cgi-bin/legp604.exe?191+ful+HB2272)
5. **House: Printed as engrossed 19100497D-E** (committee substitute) — [source](http://lis.virginia.gov/cgi-bin/legp604.exe?191+ful+HB2272E)

## Votes

- Reported from Commerce and Labor with amendments — **21–0** (pass) · lower
- Reported from Commerce and Labor — **14–0** (pass) · upper
- Read third time and passed House BLOCK VOTE — **98–0** (pass) · lower
- Passed House BLOCK VOTE — **99–0** (pass) · lower
- Reported from Finance — **16–0** (pass) · upper
- Constitutional reading dispensed — **40–0** (pass) · upper
- Passed Senate — **39–0** (pass) · upper

## Sponsors

- Michael J. Webert — primary (person)

## Timeline

The legislative action history — every referral, reading, and vote.

- **2019-01-08** Prefiled and ordered printed; offered 01/09/19 19100497D `introduction`
- **2019-01-08** Referred to Committee on Commerce and Labor `referral-committee`
- **2019-01-28** Read first time `reading-1`
- **2019-01-29** Read second time `reading-2`
- **2019-01-29** Committee amendments agreed to
- **2019-01-29** Engrossed by House as amended HB2272E
- **2019-01-29** Printed as engrossed 19100497D-E
- **2019-01-30** Read third time and passed House BLOCK VOTE (98-Y 0-N) `passage, reading-3`
- **2019-01-30** Reconsideration of passage agreed to by House
- **2019-01-30** Passed House BLOCK VOTE (99-Y 0-N) `passage`
- **2019-01-31** Constitutional reading dispensed
- **2019-01-31** Referred to Committee on Commerce and Labor `referral-committee`
- **2019-02-11** Rereferred to Finance `referral-committee`
- **2019-02-15** Read third time `reading-3`
- **2019-02-22** Enrolled
- **2019-02-22** Signed by Speaker
- **2019-02-22** Signed by President
- **2019-03-04** Enrolled Bill communicated to Governor on March 4, 2019
- **2019-03-04** Governor's Action Deadline Midnight, March 26, 2019
- **2019-03-19** Approved by Governor-Chapter 636 (effective 7/1/20) `executive-signature`

## Source

OpenStates / OpenCivicData bulk snapshot [2026-07-01](https://data.openstates.org/daily/2026-07-01/public.pgdump); origin `ocd-bill/79998975-2c23-448e-a726-6d5b8d2ba88f`. Confidence: reported (aggregated from official Virginia legislature records).