{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1048.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1048.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1048.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1048.html"}],"law_id":69420,"edition_id":1,"section_id":69420,"structure_id":14805,"section_number":"13.1-1048","catch_line":"Winding up","history":"1991, c. 168; 1995, c. 168; 2002, c. 288; 2004, c. 601; 2006, c. 748; 2008, c. 108.","full_text":"A\n\nThe winding up of a limited liability company shall be completed when all debts, liabilities, and obligations of the limited liability company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited liability company have been distributed to the members.B\n\nUnless otherwise provided in the articles of organization or an operating agreement, upon the dissolution of a limited liability company, the members may wind up the limited liability company’s affairs; however, the circuit court of the locality in which the registered office of the limited liability company is located, on cause shown, may wind up the limited liability company’s affairs on application of any member, his legal representative, or assignee, and in connection therewith, may appoint one or more liquidating trustees.C\n\nUpon dissolution of a limited liability company and until the effective date of a certificate of cancellation issued pursuant to § 13.1-1050, the liquidating trustees, in the name and on behalf of the limited liability company, may (i) prosecute and defend suits, whether civil, criminal or administrative, (ii) wind up the limited liability company’s business, (iii) dispose of and convey the limited liability company’s property, (iv) discharge or make reasonable provision for the limited liability company’s liabilities, and (v) distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and without imposing the liability of a general partner on a liquidating trustee.","order_by":null,"text":{"0":{"id":251069,"text":"The winding up of a limited liability company shall be completed when all debts, liabilities, and obligations of the limited liability company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited liability company have been distributed to the members.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":251070,"text":"Unless otherwise provided in the articles of organization or an operating agreement, upon the dissolution of a limited liability company, the members may wind up the limited liability company’s affairs; however, the circuit court of the locality in which the registered office of the limited liability company is located, on cause shown, may wind up the limited liability company’s affairs on application of any member, his legal representative, or assignee, and in connection therewith, may appoint one or more liquidating trustees.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":251071,"text":"Upon dissolution of a limited liability company and until the effective date of a certificate of cancellation issued pursuant to § 13.1-1050, the liquidating trustees, in the name and on behalf of the limited liability company, may (i) prosecute and defend suits, whether civil, criminal or administrative, (ii) wind up the limited liability company’s business, (iii) dispose of and convey the limited liability company’s property, (iv) discharge or make reasonable provision for the limited liability company’s liabilities, and (v) distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and without imposing the liability of a general partner on a liquidating trustee.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":14805,"edition_id":1,"name":"Dissolution","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:50:03","date_modified":"2026-06-26 03:50:03","permalink":{"id":148951,"object_type":"structure","relational_id":14805,"identifier":"9","token":"13.1\/12\/9","url":"\/13.1\/12\/9\/","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":78398,"structure_id":14805,"section_number":"13.1-1046","catch_line":"Dissolution; generally","url":"\/13.1-1046\/","token":"13.1\/12\/9\/13.1-1046","metadata":false},{"id":71676,"structure_id":14805,"section_number":"13.1-1047","catch_line":"Judicial dissolution","url":"\/13.1-1047\/","token":"13.1\/12\/9\/13.1-1047","metadata":false},{"id":75824,"structure_id":14805,"section_number":"13.1-1047.1","catch_line":"Waiver of cancellation","url":"\/13.1-1047.1\/","token":"13.1\/12\/9\/13.1-1047.1","metadata":false},{"id":69420,"structure_id":14805,"section_number":"13.1-1048","catch_line":"Winding up","url":"\/13.1-1048\/","token":"13.1\/12\/9\/13.1-1048","metadata":false},{"id":73505,"structure_id":14805,"section_number":"13.1-1049","catch_line":"Distribution of assets upon dissolution","url":"\/13.1-1049\/","token":"13.1\/12\/9\/13.1-1049","metadata":false},{"id":74836,"structure_id":14805,"section_number":"13.1-1049.1","catch_line":"Known claims against dissolved limited liability company","url":"\/13.1-1049.1\/","token":"13.1\/12\/9\/13.1-1049.1","metadata":false},{"id":71437,"structure_id":14805,"section_number":"13.1-1049.2","catch_line":"Other claims against dissolved limited liability company","url":"\/13.1-1049.2\/","token":"13.1\/12\/9\/13.1-1049.2","metadata":false},{"id":56631,"structure_id":14805,"section_number":"13.1-1049.3","catch_line":"Court proceedings","url":"\/13.1-1049.3\/","token":"13.1\/12\/9\/13.1-1049.3","metadata":false},{"id":74093,"structure_id":14805,"section_number":"13.1-1050","catch_line":"Articles of cancellation","url":"\/13.1-1050\/","token":"13.1\/12\/9\/13.1-1050","metadata":false},{"id":80078,"structure_id":14805,"section_number":"13.1-1050.1","catch_line":"Repealed","url":"\/13.1-1050.1\/","token":"13.1\/12\/9\/13.1-1050.1","metadata":false},{"id":76074,"structure_id":14805,"section_number":"13.1-1050.2","catch_line":"Automatic cancellation of limited liability company existence","url":"\/13.1-1050.2\/","token":"13.1\/12\/9\/13.1-1050.2","metadata":false},{"id":80731,"structure_id":14805,"section_number":"13.1-1050.3","catch_line":"Involuntary cancellation of limited liability company existence","url":"\/13.1-1050.3\/","token":"13.1\/12\/9\/13.1-1050.3","metadata":false},{"id":63048,"structure_id":14805,"section_number":"13.1-1050.4","catch_line":"Reinstatement of a limited liability company that has ceased to exist","url":"\/13.1-1050.4\/","token":"13.1\/12\/9\/13.1-1050.4","metadata":false},{"id":83822,"structure_id":14805,"section_number":"13.1-1050.5","catch_line":"Survival of remedy after cancellation of existence","url":"\/13.1-1050.5\/","token":"13.1\/12\/9\/13.1-1050.5","metadata":false}],"previous_section":{"id":75824,"structure_id":14805,"section_number":"13.1-1047.1","catch_line":"Waiver of cancellation","url":"\/13.1-1047.1\/","token":"13.1\/12\/9\/13.1-1047.1","metadata":false},"next_section":{"id":73505,"structure_id":14805,"section_number":"13.1-1049","catch_line":"Distribution of assets upon dissolution","url":"\/13.1-1049\/","token":"13.1\/12\/9\/13.1-1049","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1048\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 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. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 5 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1995, chapter 168<\/a>; in 2002, chapter 288<\/a>; in 2004, chapter 601<\/a>; in 2006, chapter 748<\/a>; in 2008, chapter 108<\/a>.<\/p>","references":[{"id":74093,"section_number":"13.1-1050","catch_line":"Articles of cancellation","order_by":null,"url":"\/13.1-1050\/"}],"refers_to":[{"id":74093,"section_number":"13.1-1050","catch_line":"Articles of cancellation","order_by":null,"url":"\/13.1-1050\/"}],"permalink":{"id":148965,"object_type":"law","relational_id":69420,"identifier":"13.1-1048","token":"13.1\/12\/9\/13.1-1048","url":"\/13.1-1048\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1048\/","token":"13.1\/12\/9\/13.1-1048","dublin_core":{"Title":"Winding up","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1048","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The winding up of a limited liability company<\/span> shall be completed when all debts, liabilities, and obligations of the limited liability company<\/span> have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property<\/span> and assets<\/span> of the limited liability company<\/span> have been distributed to the members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, upon the dissolution of a limited liability company<\/span>, the members<\/span> may wind up the limited liability company<\/span>’s affairs; however, the circuit<\/span> court<\/span> of the locality in which the registered office of the limited liability company<\/span> is located, on cause shown, may wind up the limited liability company<\/span>’s affairs on application of any member<\/span>, his legal representative, or assignee<\/span>, and in connection therewith, may appoint one or more liquidating trustees. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Upon dissolution of a limited liability company<\/span> and until the effective date of a certificate of cancellation issued pursuant to § 13.1-1050<\/a>, the liquidating trustees, in the name and on behalf of the limited liability company<\/span>, may (i) prosecute<\/span> and defend suits, whether civil, criminal or administrative, (ii) wind up the limited liability company<\/span>’s business, (iii) dispose of and convey the limited liability company<\/span>’s property<\/span>, (iv) discharge or make reasonable provision for the limited liability company<\/span>’s liabilities, and (v) distribute to the members<\/span> any remaining assets<\/span> of the limited liability company<\/span>, all without affecting the liability of members<\/span> and without imposing the liability of a general partner on a liquidating trustee. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWINDING UP (\u00a7 13.1-1048)\n\nA. The winding up of a limited liability company shall be completed when all\ndebts, liabilities, and obligations of the limited liability company have been\npaid and discharged or reasonably adequate provision therefor has been made, and\nall of the remaining property and assets of the limited liability company have\nbeen distributed to the members.\n\nB. Unless otherwise provided in the articles of organization or an operating\nagreement, upon the dissolution of a limited liability company, the members may\nwind up the limited liability company’s affairs; however, the circuit\ncourt of the locality in which the registered office of the limited liability\ncompany is located, on cause shown, may wind up the limited liability\ncompany’s affairs on application of any member, his legal representative,\nor assignee, and in connection therewith, may appoint one or more liquidating\ntrustees.\n\nC. Upon dissolution of a limited liability company and until the effective date\nof a certificate of cancellation issued pursuant to § 13.1-1050, the\nliquidating trustees, in the name and on behalf of the limited liability\ncompany, may (i) prosecute and defend suits, whether civil, criminal or\nadministrative, (ii) wind up the limited liability company’s business,\n(iii) dispose of and convey the limited liability company’s property, (iv)\ndischarge or make reasonable provision for the limited liability company’s\nliabilities, and (v) distribute to the members any remaining assets of the\nlimited liability company, all without affecting the liability of members and\nwithout imposing the liability of a general partner on a liquidating trustee.\n\nHISTORY: 1991, c. 168; 1995, c. 168; 2002, c. 288; 2004, c. 601; 2006, c. 748;\n2008, c. 108.","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}}