{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1003.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1003.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1003.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1003.1.html"}],"law_id":72460,"edition_id":1,"section_id":72460,"structure_id":12818,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","history":"2016, c. 288.","full_text":"A\n\nNotwithstanding anything to the contrary contained in § 13.1-1003, 13.1-1011, 13.1-1014, 13.1-1014.1, 13.1-1050, 13.1-1072, or 13.1-1085, whenever, pursuant to any applicable statute of the United States relating to reorganizations of limited liability companies, a plan of reorganization of a limited liability company has been confirmed by the decree or order of a court of competent jurisdiction, the limited liability company may put into effect and carry out the plan and decrees of the court relative thereto (i) through one or more amendments to the limited liability company’s articles of organization containing terms and conditions permitted by this chapter; (ii) through a plan of merger or entity conversion; or (iii) through cancellation, without action by the managers or members, to carry out the plan of reorganization decreed or ordered by the court of competent jurisdiction under federal statute.B\n\nThe individual or individuals designated by the court shall deliver to the Commission for filing articles of amendment, restatement, merger, entity conversion, or cancellation, which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:1\n\nThe name of the limited liability company;2\n\nAny provision relating to the amendment or amendments, plan of merger or entity conversion, or cancellation approved by the court;3\n\nThe name of the court and the date of the court’s order or decree approving the amendment, plan of merger or entity conversion, or cancellation;4\n\nThe title and case number, if any, of the reorganization proceeding in which the order or decree was entered; and5\n\nA statement that the court had jurisdiction of the proceeding under federal statute.C\n\nIf the Commission finds that the articles of amendment, restatement, merger, entity conversion, or cancellation comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, restatement, merger, entity conversion, or cancellation.D\n\nThis section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.","order_by":null,"text":{"0":{"id":260998,"text":"Notwithstanding anything to the contrary contained in § 13.1-1003, 13.1-1011, 13.1-1014, 13.1-1014.1, 13.1-1050, 13.1-1072, or 13.1-1085, whenever, pursuant to any applicable statute of the United States relating to reorganizations of limited liability companies, a plan of reorganization of a limited liability company has been confirmed by the decree or order of a court of competent jurisdiction, the limited liability company may put into effect and carry out the plan and decrees of the court relative thereto (i) through one or more amendments to the limited liability company’s articles of organization containing terms and conditions permitted by this chapter; (ii) through a plan of merger or entity conversion; or (iii) through cancellation, without action by the managers or members, to carry out the plan of reorganization decreed or ordered by the court of competent jurisdiction under federal statute.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":260999,"text":"The individual or individuals designated by the court shall deliver to the Commission for filing articles of amendment, restatement, merger, entity conversion, or cancellation, which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":261000,"text":"The name of the limited liability company;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":261001,"text":"Any provision relating to the amendment or amendments, plan of merger or entity conversion, or cancellation approved by the court;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":261002,"text":"The name of the court and the date of the court’s order or decree approving the amendment, plan of merger or entity conversion, or cancellation;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":261003,"text":"The title and case number, if any, of the reorganization proceeding in which the order or decree was entered; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":261004,"text":"A statement that the court had jurisdiction of the proceeding under federal statute.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":261005,"text":"If the Commission finds that the articles of amendment, restatement, merger, entity conversion, or cancellation comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, restatement, merger, entity conversion, or cancellation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"8":{"id":261006,"text":"This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":12818,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148353,"object_type":"structure","relational_id":12818,"identifier":"1","token":"13.1\/12\/1","url":"\/13.1\/12\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":53976,"structure_id":12818,"section_number":"13.1-1000","catch_line":"Short title","url":"\/13.1-1000\/","token":"13.1\/12\/1\/13.1-1000","metadata":false},{"id":55030,"structure_id":12818,"section_number":"13.1-1001","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-1001\/","token":"13.1\/12\/1\/13.1-1001","metadata":false},{"id":83973,"structure_id":12818,"section_number":"13.1-1001.1","catch_line":"Construction","url":"\/13.1-1001.1\/","token":"13.1\/12\/1\/13.1-1001.1","metadata":false},{"id":65011,"structure_id":12818,"section_number":"13.1-1002","catch_line":"Definitions","url":"\/13.1-1002\/","token":"13.1\/12\/1\/13.1-1002","metadata":false},{"id":64425,"structure_id":12818,"section_number":"13.1-1003","catch_line":"Filing requirements","url":"\/13.1-1003\/","token":"13.1\/12\/1\/13.1-1003","metadata":false},{"id":72460,"structure_id":12818,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","url":"\/13.1-1003.1\/","token":"13.1\/12\/1\/13.1-1003.1","metadata":false},{"id":66237,"structure_id":12818,"section_number":"13.1-1004","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-1004\/","token":"13.1\/12\/1\/13.1-1004","metadata":false},{"id":57840,"structure_id":12818,"section_number":"13.1-1005","catch_line":"Fees","url":"\/13.1-1005\/","token":"13.1\/12\/1\/13.1-1005","metadata":false},{"id":67933,"structure_id":12818,"section_number":"13.1-1006","catch_line":"Penalty for signing false documents","url":"\/13.1-1006\/","token":"13.1\/12\/1\/13.1-1006","metadata":false},{"id":55171,"structure_id":12818,"section_number":"13.1-1007","catch_line":"Unlawful to transact or offer to transact business as a limited liability company unless authorized","url":"\/13.1-1007\/","token":"13.1\/12\/1\/13.1-1007","metadata":false}],"previous_section":{"id":64425,"structure_id":12818,"section_number":"13.1-1003","catch_line":"Filing requirements","url":"\/13.1-1003\/","token":"13.1\/12\/1\/13.1-1003","metadata":false},"next_section":{"id":66237,"structure_id":12818,"section_number":"13.1-1004","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-1004\/","token":"13.1\/12\/1\/13.1-1004","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1003.1\/","history_text":"

This law was first created in 2016. The record of its establishment is cataloged in chapter 288<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":[{"id":64425,"section_number":"13.1-1003","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-1003\/"},{"id":75573,"section_number":"13.1-1011","catch_line":"Articles of organization","order_by":null,"url":"\/13.1-1011\/"},{"id":76907,"section_number":"13.1-1014","catch_line":"Amendment of articles of organization","order_by":null,"url":"\/13.1-1014\/"},{"id":59818,"section_number":"13.1-1014.1","catch_line":"Restatement of articles of organization","order_by":null,"url":"\/13.1-1014.1\/"},{"id":74093,"section_number":"13.1-1050","catch_line":"Articles of cancellation","order_by":null,"url":"\/13.1-1050\/"},{"id":59408,"section_number":"13.1-1072","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1072\/"},{"id":62656,"section_number":"13.1-1085","catch_line":"Articles of entity conversion","order_by":null,"url":"\/13.1-1085\/"}],"permalink":{"id":148375,"object_type":"law","relational_id":72460,"identifier":"13.1-1003.1","token":"13.1\/12\/1\/13.1-1003.1","url":"\/13.1-1003.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1003.1\/","token":"13.1\/12\/1\/13.1-1003.1","dublin_core":{"Title":"Filings with the Commission pursuant to reorganization","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1003.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Notwithstanding anything to the contrary contained in § 13.1-1003<\/a>, 13.1-1011<\/a>, 13.1-1014<\/a>, 13.1-1014.1<\/a>, 13.1-1050<\/a>, 13.1-1072<\/a>, or 13.1-1085<\/a>, whenever, pursuant to any applicable statute<\/span> of the United States<\/span> relating to reorganizations of limited liability companies, a plan of reorganization of a limited liability company<\/span> has been confirmed by the decree<\/span> or order<\/span> of a court<\/span> of competent jurisdiction<\/span>, the limited liability company<\/span> may put into effect and carry out the plan and decrees<\/span> of the court<\/span> relative thereto (i) through one or more amendments to the limited liability company<\/span>’s articles of organization<\/span> containing terms and conditions permitted by this chapter; (ii) through a plan of merger or entity conversion<\/span>; or (iii) through cancellation, without action by the managers<\/span><\/span> or members<\/span>, to carry out the plan of reorganization decreed or ordered by the court<\/span> of competent jurisdiction<\/span> under federal statute<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The individual or individuals designated by the court<\/span> shall deliver to the Commission<\/span> for filing articles of amendment, restatement, merger, entity conversion<\/span>, or cancellation, which, in addition to the matters otherwise required or permitted by law<\/span> to be set forth therein, shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any provision relating to the amendment or amendments, plan of merger or entity conversion<\/span>, or cancellation approved by the court<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The name of the court<\/span> and the date of the court<\/span>’s order<\/span> or decree<\/span> approving the amendment, plan of merger or entity conversion<\/span>, or cancellation; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The title and case number, if any, of the reorganization proceeding in which the order<\/span> or decree<\/span> was entered; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the court<\/span> had jurisdiction<\/span> of the proceeding under federal statute<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the Commission<\/span> finds that the articles of amendment, restatement, merger, entity conversion<\/span>, or cancellation comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of amendment, restatement, merger, entity conversion<\/span>, or cancellation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> This section does not apply after entry of a final decree<\/span> in the reorganization proceeding even though the court<\/span> retains jurisdiction<\/span> of the proceeding for limited purposes unrelated to consummation of the reorganization plan. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFILINGS WITH THE COMMISSION PURSUANT TO REORGANIZATION (\u00a7 13.1-1003.1)\n\nA. Notwithstanding anything to the contrary contained in § 13.1-1003,\n13.1-1011, 13.1-1014, 13.1-1014.1, 13.1-1050, 13.1-1072, or 13.1-1085, whenever,\npursuant to any applicable statute of the United States relating to\nreorganizations of limited liability companies, a plan of reorganization of a\nlimited liability company has been confirmed by the decree or order of a court\nof competent jurisdiction, the limited liability company may put into effect and\ncarry out the plan and decrees of the court relative thereto (i) through one or\nmore amendments to the limited liability company’s articles of\norganization containing terms and conditions permitted by this chapter; (ii)\nthrough a plan of merger or entity conversion; or (iii) through cancellation,\nwithout action by the managers or members, to carry out the plan of\nreorganization decreed or ordered by the court of competent jurisdiction under\nfederal statute.\n\nB. The individual or individuals designated by the court shall deliver to the\nCommission for filing articles of amendment, restatement, merger, entity\nconversion, or cancellation, which, in addition to the matters otherwise\nrequired or permitted by law to be set forth therein, shall set forth:\n\n 1. The name of the limited liability company;\n\n 2. Any provision relating to the amendment or amendments, plan of merger or\n entity conversion, or cancellation approved by the court;\n\n 3. The name of the court and the date of the court’s order or decree\n approving the amendment, plan of merger or entity conversion, or cancellation;\n\n 4. The title and case number, if any, of the reorganization proceeding in\n which the order or decree was entered; and\n\n 5. A statement that the court had jurisdiction of the proceeding under federal\n statute.\n\nC. If the Commission finds that the articles of amendment, restatement, merger,\nentity conversion, or cancellation comply with the requirements of law and that\nall required fees have been paid, it shall issue a certificate of amendment,\nrestatement, merger, entity conversion, or cancellation.\n\nD. This section does not apply after entry of a final decree in the\nreorganization proceeding even though the court retains jurisdiction of the\nproceeding for limited purposes unrelated to consummation of the reorganization\nplan.\n\nHISTORY: 2016, c. 288.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}