Asked in Business Law for Virginia

Q: In regards to a VA LLC. Can a P.O.A. Be used to represent any individual listed as a partner in the LLC?

3 member partnership, one member has been deemed incapacitated, can his Atty act on his behalf as power of attorney?

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1 Lawyer Answer

Timothy R Johnson

Answered
  • Berryville, VA
  • Licensed in Virginia

A: The articles of organization and the operating agreement cannot limit the use of the power of attorney for members. If there is no prohibition on a non-member being given the POA to act on behalf of a member's part, it is most likely permissible.

(Va. Code § 13.1-1022. Management of limited liability company. . . . D. Unless otherwise provided in the articles of organization or an operating agreement, the members of a limited liability company have the power and authority to delegate to one or more other persons the members' rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers and employees of a member or manager of the limited liability company, and to delegate by a management agreement or other agreement with, or otherwise to, other persons. Such persons may be denominated as officers of the limited liability company without being deemed to have the status of a manager, unless designated as a manager in the articles of organization or an operating agreement.)

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