{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1049.3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1049.3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1049.3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1049.3.html"}],"law_id":56631,"edition_id":1,"section_id":56631,"structure_id":14805,"section_number":"13.1-1049.3","catch_line":"Court proceedings","history":"2006, c. 912; 2009, c. 763.","full_text":"A\n\nA dissolved limited liability company that has complied with the notice requirements of § 13.1-1049.2 may file an application with the circuit court of the city or county where the dissolved limited liability company’s principal office, or, if none in the Commonwealth, its registered office, is or was last located for a determination of the amount and form of security to be provided for payment of claims that (i) are contingent or have not been made known to the dissolved limited liability company or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved limited liability company, are reasonably estimated to arise after the effective date of dissolution or (ii) are based on a liability the ultimate maturity of which is more than 60 days after delivery of written notice to the claimant pursuant to subsection B of § 13.1-1049.1. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of § 13.1-1049.2.B\n\nWithin 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved limited liability company to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved limited liability company.C\n\nThe court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited liability company.D\n\nProvision by the dissolved limited liability company for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved limited liability company’s obligations with respect to claims that do not meet the definition of a claim in subsection D of § 13.1-1049.1, and such claims may not be enforced against a member who received assets in liquidation.","order_by":null,"text":{"0":{"id":207231,"text":"A dissolved limited liability company that has complied with the notice requirements of § 13.1-1049.2 may file an application with the circuit court of the city or county where the dissolved limited liability company’s principal office, or, if none in the Commonwealth, its registered office, is or was last located for a determination of the amount and form of security to be provided for payment of claims that (i) are contingent or have not been made known to the dissolved limited liability company or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved limited liability company, are reasonably estimated to arise after the effective date of dissolution or (ii) are based on a liability the ultimate maturity of which is more than 60 days after delivery of written notice to the claimant pursuant to subsection B of § 13.1-1049.1. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of § 13.1-1049.2.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":207232,"text":"Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved limited liability company to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved limited liability company.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":207233,"text":"The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited liability company.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":207234,"text":"Provision by the dissolved limited liability company for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved limited liability company’s obligations with respect to claims that do not meet the definition of a claim in subsection D of § 13.1-1049.1, and such claims may not be enforced against a member who received assets in liquidation.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1049.3\/","history_text":"

This law was first created in 2006. The record of its establishment is cataloged in chapter 912<\/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. It has been modified 1 time. 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. That modification is as follows: in 2009, chapter 763<\/a>.<\/p>","references":[{"id":71437,"section_number":"13.1-1049.2","catch_line":"Other claims against dissolved limited liability company","order_by":null,"url":"\/13.1-1049.2\/"}],"refers_to":[{"id":74836,"section_number":"13.1-1049.1","catch_line":"Known claims against dissolved limited liability company","order_by":null,"url":"\/13.1-1049.1\/"},{"id":71437,"section_number":"13.1-1049.2","catch_line":"Other claims against dissolved limited liability company","order_by":null,"url":"\/13.1-1049.2\/"}],"permalink":{"id":148981,"object_type":"law","relational_id":56631,"identifier":"13.1-1049.3","token":"13.1\/12\/9\/13.1-1049.3","url":"\/13.1-1049.3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1049.3\/","token":"13.1\/12\/9\/13.1-1049.3","dublin_core":{"Title":"Court proceedings","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1049.3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A dissolved limited liability company<\/span> that has complied with the notice requirements of § 13.1-1049.2<\/a> may file an application with the circuit<\/span> court<\/span> of the city or county where the dissolved limited liability company<\/span>’s principal office<\/span>, or, if none in the Commonwealth, its registered office, is or was last located for a determination of the amount and form of security to be provided for payment of claims that (i) are contingent or have not been made known to the dissolved limited liability company<\/span> or that are based on an event occurring after the effective date of dissolution but that, based on the facts<\/span> known to the dissolved limited liability company<\/span>, are reasonably estimated to arise after the effective date of dissolution or (ii) are based on a liability the ultimate maturity of which is more than 60 days after delivery of written notice to the claimant pursuant to subsection B of § 13.1-1049.1<\/a>. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of § 13.1-1049.2<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved limited liability company<\/span> to each claimant holding a contingent claim<\/span> whose contingent claim<\/span> is shown on the records of the dissolved limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The court<\/span> may appoint a guardian ad litem<\/span> to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness<\/span> fees, shall be paid by the dissolved limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Provision by the dissolved limited liability company<\/span> for security in the amount and the form ordered by the court<\/span> under subsection A shall satisfy the dissolved limited liability company<\/span>’s obligations with respect to claims that do not meet the definition of a claim in subsection D of § 13.1-1049.1<\/a>, and such claims may not be enforced against a member<\/span> who received assets<\/span> in liquidation<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOURT PROCEEDINGS (\u00a7 13.1-1049.3)\n\nA. A dissolved limited liability company that has complied with the notice\nrequirements of § 13.1-1049.2 may file an application with the circuit\ncourt of the city or county where the dissolved limited liability\ncompany’s principal office, or, if none in the Commonwealth, its\nregistered office, is or was last located for a determination of the amount and\nform of security to be provided for payment of claims that (i) are contingent or\nhave not been made known to the dissolved limited liability company or that are\nbased on an event occurring after the effective date of dissolution but that,\nbased on the facts known to the dissolved limited liability company, are\nreasonably estimated to arise after the effective date of dissolution or (ii)\nare based on a liability the ultimate maturity of which is more than 60 days\nafter delivery of written notice to the claimant pursuant to subsection B of\n§ 13.1-1049.1. Provision need not be made for any claim that is or is\nreasonably anticipated to be barred under subsection C of § 13.1-1049.2.\n\nB. Within 10 days after the filing of the application, notice of the proceeding\nshall be given by the dissolved limited liability company to each claimant\nholding a contingent claim whose contingent claim is shown on the records of the\ndissolved limited liability company.\n\nC. The court may appoint a guardian ad litem to represent all claimants whose\nidentities are unknown in any proceeding brought under this section. The\nreasonable fees and expenses of such guardian, including all reasonable expert\nwitness fees, shall be paid by the dissolved limited liability company.\n\nD. Provision by the dissolved limited liability company for security in the\namount and the form ordered by the court under subsection A shall satisfy the\ndissolved limited liability company’s obligations with respect to claims\nthat do not meet the definition of a claim in subsection D of §\n13.1-1049.1, and such claims may not be enforced against a member who received\nassets in liquidation.\n\nHISTORY: 2006, c. 912; 2009, c. 763.","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}}