MEMORANDUM OPINION

In this action, the plaintiffs, Joel T. Broyhill and Northern Virginia Realty, Inc. Profit Sharing Trust seek a declaration that the defendants, Robert and Marilyn DeLuca, were properly removed as the managers of D & B Countryside, L.L.C., and that Joel T. Broyhill was properly appointed as the successor manager.1 A trial of the issues was held on September 15 and 18, 1995. At the conclusion of the evidence, the court took the matter under advisement and invited the parties to submit post-trial briefs. The parties have done so, and the matter is now ripe for decision.2

*68 Findings of Fact

D & B Countryside, L.L.C., (“D & B Countryside”) is a Virginia limited liability company that was formed on April 12, 1994 to develop a shopping center and office development in Sterling, Virginia, known as Parc City Centre. The project originally consisted of approximately 12 acres, but at the present time there remain 3.766 acres which are intended to be subdivided into four retail “pad sites.”3 The original members of the company were Joel T. Broyhill (“Broyhill”) and Robert and Marilyn DeLuca (“the DeLu-cas”). The organization of the company was set forth in an Operating Agreement dated April 12, 1994 (“the operating agreement”), signed by Broyhill and the DeLucas. Under the terms of the operating agreement, Broy-hill and the DeLucas were each 50% members,4 and the DeLucas were named as joint managing members. The operating agreement stated that the manager of the company must be appointed by unanimous vote5 but was silent on removal of a manager. The operating agreement further required written consent of the other members for the assignment or pledge of a member’s interest.6 Finally, the agreement provided in ¶ 9.1 for the dissolution of the company on December 31, 2024 or the earlier occurrence of certain specified events, including

(c) the death, resignation, expulsion, bankruptcy or dissolution of a Member ... unless the business of the Company is continued by the unanimous consent of the remaining Members

With respect to termination occurring because of the death, resignation, expulsion, bankruptcy or dissolution of a member, ¶ 9.2 of the agreement further provided

the business of the Company shall be continued on the terms and conditions of this Agreement if, within ninety (90) days after such event, the remaining Members elect in writing that the business of the Company should be continued and, if the Affected Member was also the only Manager, elect a new Manager....

Under the terms of the operating agreement, Broyhill and the DeLucas were each to make $1,000,000 capital contributions;7 any further contributions were to be made pro rata. This would have resulted in $2,000,000 of paid-in capital, but from the testimony it appears that significantly less was actually *69paid in.8 The source of the capital funds for both Broyhill and the DeLucas was a $1,500,-000 loan from NationsBank. Broyhill testified his understanding was that the entire loan proceeds were to be paid to D & B Countryside. In fact, as it turns out, only $200,000 of the loan proceeds were actually deposited in D & B Countryside’s bank account.

In July 1994, the DeLucas solicited Theodore Boinis (“Boinis”), the president of Northern Virginia Realty, Inc. (“NVRI”) and trustee of its profit sharing plan, to become a member and offered him a 15% interest in the company in exchange for a $600,000 investment. Additionally, the DeLucas offered to personally guarantee a 10% minimum rate of return on NVRI’s investment. NVRI agreed to the proposal and wire-transferred the $600,000 to D & B Countryside’s bank account on July 22, 1994. Within a week, $594,300 of those funds had been transferred to other DuLuea-related entities or Robert DeLuca personally. Sometime later (apparently in September), Boinis and the DeLucas signed an Amended and Restated Operating Agreement dated “as of July 22, 1994” (“the amended operating agreement”), which assigned to the NVRI Profit Sharing Trust9 a 7.5% portion of the Deluca’s interest in the company and a 7.5% portion of Broyhill’s interest.10 Although the DeLucas told Boinis that the amended operating agreement would be sent to Broyhill for signature, it never was, and was never signed by Broyhill. Broyhill testified at trial that, although he had not seen the amended operating agreement until approximately mid-January, 1995, he had no objection to any of its provisions except for language in one paragraph acknowledging his having “received all amounts and other consideration due ... on account of this membership assignment.” ¶ 1.4. Indeed, in a memorandum to the DeLucas dated September 27, 1994, Broyhill acknowledged the existence of NVRI’s 15% interest and registered no protest.

Beginning in September or October 1994, the relationship between the DeLucas and Broyhill soured, largely because the DeLucas did not respond to a number of requests by Broyhill for information concerning his investment. After Broyhill learned that almost *70all of the $600,000.00 invested by Boinis had been immediately transferred out of D & B Countryside and that the DeLucas had placed a $3,000,000.00 deed of trust against D & B Countryside’s property without his knowledge,11 Broyhill and NVRI Profit Sharing Trust executed a document on April 14, 1995, purporting to remove the DeLucas as D & B Countryside’s managers and electing Broyhill as manager. No notice was given to the DeLucas of the meeting of Broyhill and Boinis at which the document was signed. Written notice was sent to the DeLucas that same date, however, that the action had been taken. In addition, notice was also sent that same date to the attorney who was representing the DeLucas, and who subsequently filed the chapter 11 petition on behalf of D & B Countryside, advising him that the DeLu-cas had been removed as managers and that he had no authority to represent D & B Countryside or to make any filings for D & B Countryside in the United States Bankruptcy Court. On May 5,1995, the DeLucas filed a voluntary chapter 11 petition in this court, and on May 9, 1995, they caused D & B Countryside to file a voluntary chapter 11 petition. Subsequent to the DeLucas’ petition, Broyhill and NVRI Profit Sharing Trust executed a document in which they elected to continue the business and confirmed the election of Broyhill as the new manager.12

At or around the time the DeLucas filed their own petition, they also caused chapter 11 petitions to be filed on behalf of twelve other partnerships, limited partnerships, or limited liability companies, in addition to D & B Countryside, which they owned or controlled (“the DeLuea entities”). In response to vocal creditor complaints related to the DeLucas’ management of the various DeLu-ca entities, the debtor itself moved for appointment of a chapter 11 trustee, and the court granted the motion with respect to ten of the thirteen entities, including D & B Countryside. Stanley M. Salus, Esquire, was appointed as the chapter 11 trustee on June 27, 1995, and is currently serving in that capacity.

Conclusions of Law

This court has jurisdiction of this controversy as a “related” non-core proceeding under 28 U.S.C. §§ 1384 and 157(a) and the general order of reference entered by the United States District Court for the Eastern District of Virginia on August 15, 1984.13 *71The parties have consented to the entry of a final order or judgment by a bankruptcy judge, subject to the right to appeal under 28 U.S.C. § 158(a).

There are two major issues raised by the complaint and the evidence. The first is whether the April 28,1995 action by Broyhill and NVRI was effective to remove the DeLu-cas as the managers of D & B Countryside and to appoint Broyhill as the successor manager. If not, the second issue is whether the chapter 11 filing by the DeLucas terminated their right to act as manager and permitted Broyhill and NVRI Profit Sharing Trust to elect to continue the business with Broyhill as the manager. Each of these issues will be discussed in turn.

A. Whether the April 28, 1995 action was effective to remove the DeLucas as managers.

As noted above, D & B Countryside is a limited liability company. Limited liability companies, although a relatively recent innovation, have become an increasingly popular form of business organization. As explained by one commentator,

In response to favorable tax rulings, most states recently have followed the lead of Wyoming and Florida and enacted legislation for the formation and recognition of the limited liability company (LLC). The LLC is a form of legal entity that has attributes of both a corporation and a partnership but is not formally characterized as either one. Generally, an LLC offers all of its members, including any member-manager, limited liability as if they were shareholders of a corporation but treats the entity and its members as a partnership for tax purposes.

Thomas F. Blakemore, “Limited Liability Companies and the Bankruptcy Code: A Technical Overview,” 13 Am.Bankr.Inst.J. 12. In Virginia, limited liability companies are governed by the Virginia Limited Liability Company Act, §§ 13.1-1000 to 13.1-1069, Va.Code Ann. (Supp1991), enacted in 1991. A Virginia limited liability company may engage in any lawful business that a corporation, partnership or other business entity may conduct under Virginia law. § 13.1-1009(17), Va.Code Ann. A limited liability company in Virginia is formed by filing articles of organization with the State Corporation Commission. § 13.1-1010, Va.Code Ann. A person that owns an interest in the company is called a “member.” § 13.1-1002, Va.Code Ann. The members may (and in practice invariably do) also enter into an operating agreement which regulates and establishes the conduct of the company’s business and the relationship of its members. § 13.1-1023(A), Va.Code Ann. Management of the company is vested in the members in proportion to their capital contributions, as adjusted for additional contributions and distributions, unless the articles of organization or the operating agreement provide that the company will be managed by one or more managers. § 13.1-1022, Va.Code Ann. Managers, if provided for in the articles of organization or operating agreement, are elected by the members. § 13.1-1024(D), Va.Code Ann. In a manager-managed limited liability company, only managers can contract for the company’s debts or execute documents for the acquisition, mortgage or disposition of the company’s property. § 13.1-1024(G), Va.Code Ann.

In order to determine whether the April 28, 1995 action by Broyhill and NVRI was effective to remove the DeLucas as managers, it is necessary first to resolve just who the members of D & B Countryside were. The DeLucas, in their pleadings and through *72counsel, have denied that NVRI became a member of the company because the operating agreement required 'unanimous consent to assign a membership interest or to admit a new member and Broyhill never signed the amended operating agreement which assigned a portion of Broyhill’s and the DeLu-cas’ membership interest to NVRI and recognized NVRI as a member. In addition, counsel for the DeLucas point out that in correspondence, counsel for NVRI referred to his client’s investment in the company as a “loan.”

The DeLucas themselves in testimony (as distinguished from their attorneys in argument) candidly admitted on the witness stand that they always regarded NVRI, following its $600,000 investment, as owning a 15% interest in the company. This is consistent with their conduct, in connection with the Regal Cinema sale, in remitting to NVRI a “15% distribution” of the net sales proceeds ($68,105.75 of $454,038.34). Additionally, D & B Countryside’s schedules, signed by Robert DeLuca under penalty of perjury, reflect NVRI (although erroneously called “Virginia Realty Trust”) as the holder of a 15% equity interest in the company. The DeLucas, by signing the Amended and Restated Operating Agreement, effectively (1) assigned a 7.5% portion of their own membership interest to NVRI and (2) consented to an assignment of a 7.5% portion of Broyhill’s interest to NVRI. Although Broy-hill never executed a writing explicitly assigning the 7.5% portion of his interest or consenting to the assignment of a similar portion of the DeLuca’s interest, he testified at trial that he consented in fact to both actions, that he had never been sent the amended operating agreement to sign, and that the only reason he would not now sign the amended operating agreement was because of the language acknowledging that he had received all amounts to which he was due on account of the assignment.14 The requirement in the original operating agreement that any assignment and consent to assignment be in writing is clearly for the protection and benefit of the party whose interest would be adversely affected by the assignment, and that party is free to waive, as Broyhill has done in this case, the requirement of a writing. Accordingly, the court concludes that Broyhill’s failure to sign the amended operating agreement did not, under the facts of this case, prevent NVRI from becoming a 15% member of D & B Countryside and that NVRI is in fact the holder of a 15% membership interest.15

As discussed above, the original operating agreement required that the manager of the company be elected by unanimous vote of the members but was silent on removal of an existing manager. The plaintiffs argue, and the court concurs, that where the operating agreement is silent, resort must be had to the statute. In this connection, § 13.1-1024(F), Va.Code Ann. provides,

All managers or any lesser number may be removed in the manner provided in the articles of organization or an operating agreement. If the articles of organization or an operating agreement does not pro*73vide for the removal of managers, then all managers or any lesser number may be removed with or without cause by a majority vote of the members.

(emphasis added). Since Broyhill’s 42.5% interest and NVRI’s 15% interest clearly constituted a majority of the membership interest, their joint action removing the DeLucas as managers was, under the plain language of the statute, effective to accomplish its stated purpose. The court rejects the DeLu-cas’ argument that, because the operating agreement required election of a manager to be unanimous, removal likewise necessarily had to be unanimous. That result simply does not follow. The obvious purpose of the operating agreement was to prevent a manager from being elected who did not enjoy the unanimous support of the members. By April 28, 1995, the DeLucas not only no longer had the unanimous support of the members, their continued retention in office was actively opposed by the majority of the members. Thus, their removal from office by the majority, pursuant to the statute, was not at all inconsistent with the requirement of the operating agreement that a manager had to be elected by unanimous vote.

At the same time, the requirement in the operating agreement for a unanimous vote in order to elect a manager presents an obvious practical difficulty. Since the manager may be removed by a majority, but less than unanimous, vote, the company could well find itself in the difficult and untenable position of having removed a manager but being unable to elect a new one, thereby leaving the company essentially paralyzed. If that were to occur, the only apparent remedy would be a judicial winding up under § 13.1-1047, Va. Code Ann.16 That potentially is the situation that exists in the present case. Although the April 28, 1995 action was effective to remove the DeLucas as the managers of D & B Countryside, since the plain language of the operating agreement requires a unanimous vote to elect a manager, NVRI and Broyhill could not, by their sole act, elect Broyhill as the new manager, unless, as argued by NVRI and Broyhill, the DeLucas’ subsequent chapter 11 filing in effect terminated their membership and gave NVRI and Broyhill the right under the operating agreement to elect to continue the business of the company and select a new manager. It is to that question that we must now turn.

B. The effect of the DeLucas’ chapter 11 filing on their management rights.

As noted above, the operating agreement explicitly provided that the bankruptcy of a member would trigger the dissolution of the company,17 but that within 90 days of the bankruptcy “event,” the remaining members could elect in writing to continue the business of the company and, if the bankrupt member were also the only manager, could elect a new manager. Since Broyhill and NVRI have done precisely that, the question is whether the provisions of the operating agreement are enforceable in bankruptcy or whether, as argued by the DeLucas, they constitute an impermissible “ipso facto” clause which is unenforceable in bankruptcy.

*74Limited liability companies are a recent innovation. It is not surprising, therefore, that counsel have been unable to cite the court to any cases specifically dealing with this issue in the context of a limited liability company, nor has the court’s own research found any such case. As discussed above, limited liability companies are a conceptual hybrid, sharing some of the characteristics of partnerships and some of corporations. “In general, the purpose of forming a limited liability company is to create an entity that offers investors the protections of limited liability and the flow-through tax status of partnerships.” Jonathan R. Macey, The Limited Liability Company: Lessons for Corporate Law, 73 Wash.U.L.Q. 433 (1995). In order to achieve the desired goal of pass-through tax treatment, it is necessary under applicable U.S. Treasury Regulations that the company have more of the attributes of a partnership than of a corporation. Macey, supra; Treas.Reg. § 301.7701-2(a)(1). In particular, a limited liability company will be treated as a partnership for tax purposes as long as the company does not possess the corporate characteristics of (1) continuity of life and (2) free transferability of interests. Macey, supra; Rev.Rul. 88-76, 1988-2 C.B. 360, 361. On the other hand, simply because a limited liability company is most closely analogous to a partnership (or limited partnership) for tax purposes, does not mean than it might not be considered a corporation for other purposes. Por example, the Bankruptcy Code defines a “corporation” as including, among other entities, a “partnership association organized under a law that makes only the capital subscribed responsible for the debts of such association.” § 101(9)(A)(ii), Bankruptcy Code. Under § 13.1-1019, Ya.Code Ann., the members of a Virginia limited liability company are not, solely by reason of their membership interest, personally liable for the company’s debts, obligations, and liabilities. Nevertheless, for the purpose of analyzing the effect of a member’s bankruptcy filing upon the continued exercise of membership rights, it seems most appropriate to treat the relationship among members of a limited liability company as analogous to that of that among the partners of a partnership. In particular, the fact that membership interests in a limited liability company, unlike shares of stock in a corporation, are not freely transferable mirrors the restriction on entry of new members into a partnership, which ordinarily cannot occur without the agreement of all existing members. See, §§ 13.1-1039 and 13.1-1040, Va. Code Ann. (although membership interest may be assigned unless assignment is restricted by the operating agreement or articles of organization, the assignee becomes a member only if the members unanimously consent to the assignee’s admission; otherwise assignment only entitles the assignees to receive the distributions to which the assignor would be entitled, and does not permit participation in the company’s management or affairs.)

Whether the provision in D & B Countryside’s operating agreement for dissolution of the company upon the bankruptcy of a member is enforceable depends on the interplay of several section of the Bankruptcy Code. First, under § 541(a) of the Bankruptcy Code, the commencement of a bankruptcy case creates an estate of “all legal and equitable interests of the debtor in property as of the commencement of the ease.” Furthermore, the debtor’s interest becomes property of the estate “notwithstanding any provision in an agreement ... or applicable nonbank-ruptcy law — (A) that restricts or conditions transfer of such interest by the debtor; or (B) that is conditioned on ... the commencement of a case under this title, or on the appointment of or taking possession by a trustee in a ease under this title ... and that effects or gives an option to effect a forfeiture, modification, or termination of the debt- or’s interest in property.” § 541(c), Bankruptcy Code. Where the debtor’s interest arises under an executory contract,18 the *75trastee, or, in a chapter 11 case, a debtor in possession,19 may, with court approval, assume the contract. § 365(a), Bankruptcy Code. Once assumed, the contract may be assigned “notwithstanding a provisions in an executory contract ..., or in applicable law, that prohibits, restricts, or conditions the assignment of such contract.” § 365(f). As with property of the estate generally, the debtor’s interest in an executory contract “may not be terminated or modified, and any right or obligation under such contract ... may not be terminated or modified, at any time after the commencement of the case, solely because of a provision in such contract ... that is conditioned on— ... (B) the commencement of a case under this title.” The clear intent of these provisions is to preserve, for the benefit of the creditors of the bankruptcy estate, all of the debtor’s property rights by making unenforceable so-called “ipso facto” clauses conditioned upon the debtor’s bankruptcy.

There is, however, a limited class of execu-tory contracts with respect to which assumption or assignment cannot be forced on an unwilling party. Under § 365(c), Bankruptcy Code, these include contracts to make a loan or to extend other debt financing or financial accommodation and also “personal service” contracts where

(1)(A) applicable law excuses a party, other than the debtor, to such contract ... from accepting performance from or rendering performance to an entity other than the debtor or debtor in possession whether or not such contract ... prohibits or restricts assignment of rights or delegation of duties; and

(B) such party does not consent to such assumption or assignment.

Similarly, under § 365(e)(2), Bankruptcy Code, the unenforceability of contract provisions which modify a debtor party’s rights on the filing of bankruptcy

does not apply to an executory contract ..., whether or not such contract ... prohibits or restricts assignment of rights or delegation of duties, if—

(A)(i) applicable law excuses a party, other than the debtor, to such contract ... from accepting performance from or rendering performance to the trustee or to an assignee of such contract ..., whether or not such contract ... prohibits or restricts assignment of rights or delegation of duties; and

(ii) such party does not consent to such assumption or assignment.

As an initial matter, the court is required to determine the nature of the De-Lucas’ interest in D & B Countryside. In the partnership context, it has been held that the interest of a debtor general partner is

comprised of three components: the right to participate in profits, losses, distributions and proceeds of the partnership (“Economic Interest”); the right to participate in the management of the partnership (“Management Interest”); and the ownership share in partnership property as a tenant-in-partnership.

In re Cardinal Industries, Inc., 116 B.R. 964, 970-971 (Bankr.S.D.Ohio 1990). In a limited liability company, members have no direct interest in the company’s property,20 but *76members have an economic interest, referred to in the statute as a “membership interest,”21 and, in addition, both the managing member and, where the manager cannot or is not authorized to act, all members, have a management interest.

Courts have generally held partnership agreements to be a form of executory contract. Breeden v. Catron (In re Catron), 158 B.R. 624, 626 (Bankr.E.D.Va. 1992) (Tice, J.), aff'd, 158 B.R. 629 (E.D.Va. 1993), aff'd, 25 F.3d 1038 (4th Cir. 1994). They have split, however, on whether such contracts are of the “personal service” variety which, under § 365(e)(2), Bankruptcy Code, cannot be forced on an unwilling party, or whether, conversely, they are subject to the prohibition on enforceability of ipso facto clauses under § 365(e)(1). Compare, Catron, supra, 158 B.R. at 627 (“Fundamentally a partnership is based upon the personal trust and confidence of the partners;” because of this relationship, “the agreement or contract governing the partnership is essentially a contract for personal services, which renders it also nondelegable and nonassumable”),22 with Summit Investment and Development Corp. v. LeRoux, 69 F.3d 608 (1st Cir. 1995) (ipso facto termination clause in limited partnership agreement and limited partnership statute unenforceable against debtor general partner).23 Still other courts have adopted a pragmatic, case by case analysis that looks to the specific partnership in question, and the nature of the debtor’s responsibilities, to determine whether the partnership agreement is an executory contract. In re Antonelli, 148 B.R. 443, 448 (D.Md. 1992) (Motz, J.) (nondebtor party is excused from performance only “if the identity of the debtor is a material condition of the contract when considered in the context of the obligations which remain to be performed under the contract”).

In Catron, this court and the District Court held that a debtor, as debtor in possession, is “a separate entity from the debtor who entered [into] the contract prepetition.” *77158 B.R. at 627. In so holding, this District has rejected the contrary holding of the leading case of Cardinal Industries, supra, 116 B.R. at 981. This aspect of Catron has been criticized by other courts, which have noted its apparent inconsistency with the holding of the United States Supreme Court in National Labor Relations Board v. Bildisco & Bildisco, 465 U.S. 513, 528, 104 S.Ct. 1188, 1197, 79 L.Ed.2d 482 (1984).24 See, e.g., Summit Investment and Development Corp., supra, 69 F.3d at 610. Since Cardinal Industries and the cases which follow it view the debtor in possession as the same entity as the pre-petition debtor, they do not reach, in the assumption context, the issue of whether a partnership agreement is a personal service contract.

Upon careful consideration, this court concludes that the operating agreement governing D & B Countryside is an executo-ry contract, since the object of the agreement — the development of the Parc City Center project — has not yet been accomplished and the parties have on-going duties and responsibilities to bring the project to a successful conclusion.25 The court further concludes that the nature of those duties and responsibilities are such as to make the contract one for personal services. In Antonelli supra, Judge Motz, while declining to adopt a per se rule that would characterize all partnership agreements as personal service contracts, recognized that there were a number of partnership agreements that would fall into that category. For example,

a reorganization plan could not require that a law firm accept as a partner the assignee of one of their partners who had become bankrupt. The nature of the duties which law partners owe, not only to one another but to their clients, make their identities material to the very existence of the partnership.

148 B.R. at 448-449. With respect specifically to real estate partnerships, Judge Motz distinguished between “development” projects on the one hand “in which the general partner must administer the planning, construction and leasing of the building,” and “matured” projects on the other “that require only routine management and leasing functions.” 148 B.R. at 449. In the former, “the identity of a general partner will be critical to the limited partners and to the prospect of a successful investment,” while in the latter, “the identity of a general partner is less significant.” Id, D & B Countryside is a paradigm example of a development project where the identity of the managers is material to very existence of the company. Since the court has concluded that the DeLu-cas were properly removed as the managers of the company prior to the filing of their chapter 11 petition, the issue of their assuming the management functions specified in the operating agreement is not implicated, but upon their removal they would have had the right and duty to participate in the election of a successor manager, acceptable to all the members, to carry on the management function. Additionally, they would have had the right and duty to vote on any matter with respect to which a manager could not act unilaterally. Particularly in view of the highly questionable conduct of the DeLucas in having allowed a deed of trust to be recorded against the company’s property to secure a personal loan and in having siphoned out of the company essentially all of NVRI’s $600,-000 investment within a week of its having been paid in, and given that the Parc City Centre project is still very much in the development phase, with important decisions to be *78made with respect to the sale or lease of parcels and possible further financing (which, as with the current financing, could very well require the personal guarantees of members), there is no way the identity of the DeLueas would not be material to the other members and to the success of the project. Consequently, the court concludes that the provisions of the operating agreement that provide for the dissolution of the company upon a member’s bankruptcy filing, with the remaining members having the right to elect to continue the business and to elect a new manager, fall within the exception of § 365(e)(2) and accordingly are not invalid “ipso facto” provisions under § 365(e)(1). It therefore follows that the action taken by Broyhill and NVRI following the DeLueas bankruptcy “confirming” the prepetition election of Broyhill as the new manager was effective under ¶¶ 9.2 of the operating agreement to accomplish the election of Broyhill as the new manager, effective at least as of the date the document was signed. Such action, of course, does not deprive the DeLueas’ bankruptcy estate of the economic interest— the right to share in profits, losses, and distributions — the DeLueas have as a result of their 42.5% membership interest. Under § 544(a), Bankruptcy Code, a trustee, and by extension a debtor in possession, has the rights of a lien creditor “who extends credit to the debtor at the time of the commencement of the ease, and that obtains, at such time and with respect to such credit, a judicial lien on all property on which a creditor on a simple contract could have obtained such a judicial lien.” § 13.1-1041, Va.Code Ann., gives such a creditor the right to obtain a charging order against the member’s interest in the company. Such an order confers on the creditor the rights of an assignee of the member’s interest, which includes, under § 13.1-1039, Va.Code Ann., the right “to receive ... any share of profits and losses and distributions to which the assignor would be entitled.” Thus, the DeLueas’ bankruptcy estate will be entitled to any distributions due on account of the DeLueas’ membership interest.

C. The effect of the court’s ruling.

The court’s conclusion that the De-Lucas were properly removed as the managers of D & B Countryside prior to their (and the company’s) chapter 11 filing and that Broyhill was properly elected as the successor manager subsequent to such filing has a number of ramifications. First, it would appear to follow that the DeLueas had no authority to file a chapter 11 petition on behalf of D & B Countryside.26 Whether the petition must or should be dismissed as a result of such lack of authority is an issue not before the court at this time, and the court makes no ruling.27 Second, since a chapter 11 trustee has been appointed and is currently serving, the ruling that Broyhill was properly elected as the successor manager has no immediate practical effect, since all business decisions are currently being made by the chapter 11 trustee. Since, however, the chapter 11 trustee was ordered appointed in response to vocal creditor complaints about the DeLueas’ conduct in managing their various entities, including D & B Countryside, the determination that the DeLueas are not the managers of D & B Countryside may— an issue the court expressly does not de*79eide — -justify the termination of the trustee’s appointment.28 Finally, the court’s ruling means that the Joint Plan of Reorganization proposed by the DeLucas in the name of D & B Countryside is not, as a technical matter, the debtor’s plan with respect to D & B Countryside. At this point, however, there is no exclusive right on the part of the debtor to propose and obtain confirmation of a plan — that right having terminated under § 1121(c)(1), Bankruptcy Code, when the chapter 11 trustee was appointed. Accordingly, any party in interest, including an equity security holder, may file a plan. Consequently, it would appear that the DeLucas, as debtors in possession in their own chapter 11 case, have the right, as the assignees of their own membership interest, to file a plan in the case of D & B Countryside, and the fact that the plan may be improperly labeled as a debtor’s plan rather than an equity security holder’s plan is of no consequence.

Conclusion

For the foregoing reasons, which constitute the court’s findings of fact and conclusions of law under Fed.R.Bankr.P. 7052, the court determines (1) that the DeLucas were properly removed as the managers of D & B Countryside prior to the filing of their chapter 11 petition and (2) that Broyhill was, subsequent to the DeLucas’ chapter 11 filing, properly elected as the successor manager. A separate judgment will be entered consistent with this opinion.